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Functional Committee

1. Remuneration Committee

  1. The Company established the Remuneration Committee by the approval of the Board of Directors on December 26, 2011. The Remuneration Committee shall comprise 3 Independent Directors wherein the qualification of relevant candidates shall all be in compliance with guidelines specified by relevant laws and regulations.
  2. The Committee consists of: Independent Director Ying-Cheng Lu, Independent Director Bang-Han Chiu, Independent Director Hsiung-Kuang Tsai.
Title Name Background
Independent Director Bang Han Chiu
  • National Sun Yat-sen University/ Doctor of Business Management
  • Yuan Ze University/ Associate Professor & Director of Research Center for Smart Production and Innovative Management
    		•
    Independent Director Ying Cherng Lu
  • University of Texas at Dallas/ Doctor of E.E.
  • Metal Industries R&D Centre/ Section Director
  • EFUN Technology/ Director
  • BeyondPV/ General Manager
    		•
    Independent Director Hsiung Kuang Tsai
  • National Taiwan University/ Doctor of E.E.
  • Industrial Technology Research Institute/ Manager
  • E Ink Holdings Inc/ General Manager & CTO
  • Xiang-Hong Technology Co., Ltd./ President
    		•
    1. Responsibilities：The scope of main duties are as follows. The Committee shall provide recommendations to the Board of Directors for deliberation.
      • Formulate and facilitate regular review of the annual and long-term performance goals and remuneration policies, systems, standards, and structures for directors and managerial officers
      • Regularly review achievements of performance goals by directors and managerial officers; and prescribe the content and the remuneration amount of each individual director and managerial officer
    2. Implementation status of the current year
      Date Meeting Agenda Items Resolution
      2024/03/07
      • Motion on the 2023 remuneration for employees and directors
      • Motion on the 2023 remuneration acquisition for directors
      • Approved by unanimous vote
      2024/11/12
      • Motion to Approve the 2024 Year-End Bonuses for Managers
      • Motion on the 2025 Annual Salary Adjustment for Managers
      • Approved by unanimous vote

    2. Audit Committee

    1. The Audit Committee shall comprise 3 Independent Directors. The purpose of the Audit Committee is to supervise the following matters：
      • Fair representation of the Company's financial statements
      • Appointment (termination), independence and performance of the auditor
      • Effective execution of the Company's internal control measures
      • The Company's compliance with relevant laws and regulations
      • Management and control of the Company's existing or potential risks
    2. The Committee shall consist of: Independent Director Ying-Cheng Lu, Independent Director Bang-Han Chiu, Independent Director Hsiung-Kuang Tsai
    Title Name Background
    Independent Director Bang Han Chiu
  • National Sun Yat-sen University/ Doctor of Business Management
  • Yuan Ze University/ Associate Professor & Director of Research Center for Smart Production and Innovative Management
    		•
    Independent Director Ying Cherng Lu
  • University of Texas at Dallas/ Doctor of E.E.
  • Metal Industries R&D Centre/ Section Director
  • EFUN Technology/ Director
  • BeyondPV/ General Manager
    		•
    Independent Director Hsiung Kuang Tsai
  • National Taiwan University/ Doctor of E.E.
  • Industrial Technology Research Institute/ Manager
  • E Ink Holdings Inc/ General Manager & CTO
  • Xiang-Hong Technology Co., Ltd./ President
    		•
    1. Responsibilities:
      • The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
      • Assessment of the effectiveness of the internal control system.
      • The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
      • Matters in which a director is an interested party.
      • Asset transactions or derivatives trading of a material nature.
      • Loans of funds, endorsements, or provision of guarantees of a material nature.
      • The offering, issuance, or private placement of equity-type securities.
      • The hiring or dismissal of a certified public accountant, or their compensation.
      • The appointment or discharge of a financial, accounting, or internal audit officer.
      • Annual and semi-annual financial reports.
      • Other material matters as may be required by this Corporation or by the competent authority.
    2. Implementation status of the current year
      Date Meeting Agenda Items Resolution
      2024/03/07
      • The Company's 2022 internal control system statement
      • The Company's 2022 annual financial reports
      • The Company's 2022 annual business report
      • The Company's 2022 surplus distribution statement
      • The proposal of dividend distribution from capital reserve
      • The proposal of cash capital increase in private placement of common stocks
      • The termination of cash capital increase in private placement of common stocks
      • 3 months overdue accounts receivable as of December 31, 2023
      • Pre-approval for the General Principles of Non-Confirmation Service Policy of the accounting firm
      • Approved by unanimous vote
      2024/05/08
      • The Company’s 2024 first-quarter financial reports
      • 3 months overdue accounts receivable as of March 31, 2024
      • Approved by unanimous vote
      2024/08/12
      • The Company’s 2024 second-quarter financial reports
      • Company’ 2024 assessment of the Accountant's Independence, Competency, and Remuneration.
      • 3 months overdue accounts receivable as of June 30, 2024
      • The proposal of obtaining right-of-use asset
      • Approved by unanimous vote
      2024/11/12
      • Proposal of the company’s 2024 third-quarter financial report
      • Establishment of the 2025 annual audit plan
      • 3 months overdue accounts receivable as of September 30, 2024
      • The company’s risk management operations
      • Approved by unanimous vote
    3. Summary of key operations
      • Audit committee’s report

        The board of directors has prepared the Company’s 2023 business report, the financial statements and the proposal for profit distribution. The CPAs of KPMG HENG-SHEN LIN and PEI-CHI CHEN have audited the financial statements and issued the audit opinions. The business report, financial statements, and the proposal for profit distribution have been reviewed and determined to be correct and accurate by the audit committee members of Utechzone Co., Ltd.

      • Effectiveness evaluation of the internal control system

        The audit committee evaluates the effectiveness of the policies and procedures of the company's internal control system while also reviews the company's audit team and the CPA firm. The Audit Committee also reviews regular reports, including risk management and legal compliance. The audit committee believes that the company's risk management and internal control systems are effective, and the company has adopted necessary control mechanisms to monitor and correct violations.

      • Appointment of certified public accountant and assessment for the independence and competency of certified accounting firms

        The duty of audit committee is to supervise independence of certified public accountants according to AQIs issued by the Financial Supervisory Commission and to ensure the fairness of financial statements. The company approved certified public accountants’ independence evaluation in Aug. 12th 2024.