Committees

Audit Committee

Committee Duties
The Audit Committee is responsible to review the following major matters:

1. To formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Evaluation of the effectiveness of the internal control system.
3. According to the provisions of Article 36-1 of the Securities and Exchange Act, stipulate or amend major financial activities, dealing with the acquisition or disposal of assets, financial derivatives transactions, lending funds to others, and endorsement or guarantee for other parties.
4. Matters involving the directors’ own interests.
5. Major assets or derivatives commodity transactions.
6. Major capital loans, endorsements or guarantees.
7. Raising, issuing or private placement of equity securities.
8. The appointment, dismissal, remuneration and assessment of independence and competence of certified accountants.
9. Appointment and termination of financial, accounting or internal audit supervisors.
10. The annual financial report signed or sealed by the Chairman, CEO and accounting supervisor.
11. Other important matters specified by the Company or competent authorities.

Independent Director (Convener): Bing-Quan Shi
Independent Director: Pei-Jun Hong
Independent Director: Ying-De Wu
Independent Director: Chih-Chieh Tsai

Committee Operations
The operation of the audit committee is in accordance with the Company's "Audit Committee Charter". Meetings are held at least one every quarter. For the convening of a committee meeting and the attendance of each member, please refer to the Market Observation Post System.

Compensation Committee

Committee Duties

1. Regularly review the organizational procedures of the Compensation Committee and propose amendments.
2. Regularly evaluate the performance goals achievement of the Company directors and managers and determine the content and amount of their remuneration based on the evaluation results obtained from the performance evaluation standards.

Committee Member (Convener): Pei-Jun Hong
Committee Member: Bing-Quan Shi
Committee Member: Ying-De Wu

Committee Operations
The Compensation Committee is operated in accordance with the Company's "Compensation Committee Charter". Meetings are held at least twice a year. For the convening of a committee meeting and the attendance of each member, please refer to the Company's annual reports and the Market Observation Post System.

Risk Management Team

Risk Management Policies and Procedures

In Nov. 2021, the BOD approved the establishment of "risk management policies and procedures" as the highest guiding principle of the SPC's risk management.

Management category

Our risk management includes the management of "hazard risk", "operational risk", "financial risk", "strategic risk", "compliance risk", "contract risk", "information security risk" and "other risks".

Organization

Our risk management organizational structure and related responsibilities are as follows:

Ⅰ. BOD & Audit Committee

The BOD is the highest decision-making unit of risk management policy, responsible for approving, reviewing and supervising the company's risk management policy to ensure the effectiveness of risk management.
The Audit Committee assists the Board in carrying out its risk management responsibilities.

Ⅱ. Audit Office

It is an independent unit under the board of directors. It formulates an annual audit plan based on the risk assessment results every year, and implements audit operations according to the plan, assists the board of directors in supervising and controlling potential risks in the implementation of decisions, and ensures that all operational risks are effectively controlled.

Ⅲ. Risk Management Team

It is led by the general manager as the convener, and the heads of each functional unit as team members, responsible for the company's risk monitoring, measurement and evaluation and other executive-level affairs.

Ⅳ. Functional Units

Each functional unit evaluates the possibility of occurrence of each risk and the degree of impact and impact according to its duties, formulates necessary measures and implements them, and properly manages various risks; the supervisors of each functional unit implement and ensure that the risk control mechanism and The program can be executed effectively.

Operating situation

We actively promote the implementation of the risk management mechanism, regularly conduct risk assessments and report the operation situation to the BOD once a year. We submit the 2024 annual risk assessment report to the BOD in Nov 8, 2024, including risk assessment and the risk control measures adopted and the operation status of risk management.

Corporate Governance Officer

The BOD was approved to appointed Hsiang-Yi Lo as the new corporate governance officer to be responsible for corporate governance-related matters on Aug. 6, 2024.

Terms of Reference

The main business of Corporate Governance Officer is as follows:

Ⅰ. Process the Board of Directors’ and shareholders’ meeting-related matters in accordance with laws.

Ⅱ. Prepare the minutes of the Board of Directors’ and shareholders’ meetings.

Ⅲ. Assist in director appointment and continuing education.

Ⅳ. Provide information required for the operation of the Board of Directors.

Ⅴ. Assist directors to comply with laws and regulations.

Ⅵ. Report to the BOD the results of its review of whether the qualifications of
independent directors at the time of nomination, election and during their term of office comply with relevant laws and regulations.

Ⅶ. Handle matters related to director changes.

Ⅷ. Other matters stipulated in the Articles of Incorporation or contracts.

Annual Study Status

The corporate governance officer has completed 18 hours of training in 2024 as required.