The Company has established functional committees such as the "Audit Committee", "Salary and Remuneration Committee" and "Sustainable Committee" under the board of directors, and "Independent directors, audit supervisors, and accountants symposiums" are held regularly to assist the board in supervising and improving corporate governance.
Audit Committee
The Company formally established the "Audit Committee" on August 20, 2021. It has four members who are all
independent directors. The convener of this batch of the committee is Mr. Shui-Jin Chen, and the other three are
Mr. Wan-Chung Chen, Mr. Ji-Fu Lin and Mr. Zheng-pei Kuo.
The goal of the committee is to help the board improve the performance of governance. Its powers include
establishing or modifying the internal control system, acquisition or disposal of assets, handling
procedures related to major financial activities in derivatives, and evaluating the effectiveness of the
internal control system. For the organizational rules, please refer to the articles of incorporation. For
the status of meetings and meeting attendance, please refer to the annual report.
Resolutions of the 2023 audit committee regarding major proposals and the Company's handling of the audit committee's opinions.
| Meeting Date | Content of Motions |
|---|---|
| 2023/01/10 1st batch 7th time |
The Company's CPA independence reviewed. |
| The 2023 CPA auditing fees. | |
| The lending of funds to the subsidiary Acegreen Eco-Material Technology. | |
| 2023/03/21 1st batch 8th time |
The Company's 2022 consolidated financial reports |
| Endorsements and guarantees to the subsidiary Acegreen Eco-Material Technology | |
| 2023/05/05 1st batch 10th time |
The Company's 2023 Q1 consolidated financial reports |
| 2023/08/09 1st batch 11th time |
The Company's 2023 Q2 consolidated financial reports |
| Formulate the company's "Risk Management Policies and Procedures" | |
| 2023/11/06 1st batch 12th time |
The Company's 2023 Q3 consolidated financial reports |
| Endorsements and guarantees to the subsidiary Acegreen Eco-Material Technology | |
| 2024 Audit plan. |
Salary and Compensation Committee
The Company formally established its "Salary and Remuneration Committee" on February 10, 2012. It has three
members who are all independent directors. The convener of this batch of committee is Mr. Shui-Chin Chen,
and the other two are Mr. Wan-Chung Chen and Mr.Ji-Fu Lin.
The goal of the committee is to help the board carry out and asses the Company's overall salary,
remuneration and benefits policies, so the board can, considering factors such as the company's business
performance, individual performance, industry level and future risks, regularly assess the performance
appraisal and salary and remuneration of directors, supervisors and managers and submit their suggestions to
the board for discussion.
For the organizational rules, please refer to the articles of incorporation. For the status of meetings and
meeting attendance, please refer to the annual report.
Discussion of proposals of the Salary and Remuneration Committee in 2023：
| Meeting date | Discussion Topics |
|---|---|
| 2023/01/10 4th meeting of the 5th batch |
The Company's 2023 salary and remuneration for directors. Amendment to the Company’s year-end bonus payment method. The Company's year-end bonuses and incentives in 2022. |
| 2023/03/21 5th meeting of the 5th batch |
Settlement of severance payment for tenure of managerial officers and employees. Retirement and re-employment of managerial officers and employees. |
Sustainable Development Committee
The current term of the Committee is from August 20, 2021 to August 19, 2024. It mainly discusses
and formulates the directions and goals of sustainable development and the related management
measures and specific promotion plans. The convener of this batch of committee is Mr. Wen-Tung Chou,
and the other three are Mr. Shui-Chin Chen, Mr. Wan-Chung Chen and Mr.Ji-Fu Lin.
Discussion of proposals of the Sustainable Development Committee in 2023：
| Meeting date | Discussion Topics |
|---|---|
| 2023/05/05 3rd meeting of the 1st batch |
Inventory of the GHG and verification plans. Planning for the 2022 Sustainability Report. Report on the 2023 Sustainable Development Plan which the Company plans to promote. Amendment to the Sustainable Development Best Practice Principles. |
| 2023/11/06 4th meeting of the 1st batch |
Report on the preparation of the 2022 Sustainability Report. Report on the 2023 sustainability development implementation progress. |
Communicate With Corporate Governance Units
Communication between independent directors and internal auditing managers and accountants
(1) Communication between independent directors, accountants and internal auditing managers: they hold at
least one symposium a year and discuss issues with the board of directors and the Audit Committee.
(2) The auditing managers, accountants and independent directors may contact one another at any time as
needed to maintain good interactions and communication.
(3) The summary of the symposium held by independent directors, certified public accountants and auditing
supervisors in 2023 is as follows:
| Meeting Date / Meeting Name | Matters to be Communicated | Task Results |
|---|---|---|
| 2023/03/21 2023 Independent directors, accountants and auditing supervisors’ symposium |
The Company's 2022 financial report 2022 key audit matters 2022 internal control system self-evaluation statement |
Has communicated on governance matters related to the review of financial statements and there are no abnormalities, major review adjustments and differences or undisclosed matters. Independent directors: No opinion. Report to the board after review and approval. |