GOVERNANCE · FUNCTIONAL ORGANIZATION
Functional committees & organization
An audit committee, remuneration committee, risk-management group and ESG steering group support the board in oversight and sustainable management.
Audit Committee
Composed of all independent directors under the Securities and Exchange Act, the committee operates under the Audit Committee Charter and meets at least once each quarter. Members: Shih Ping-chuan (convener), Hung Pei-chun, Wu Ying-te, Chang Chih-liang. Its principal matters for review are:
- Adoption or amendment of the internal control system under Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, under Article 36-1 of the Securities and Exchange Act, of procedures for material financial or business conduct such as acquiring or disposing of assets, derivatives trading, lending funds to others, and endorsements or guarantees.
- Matters involving a director's own conflict of interest.
- Material asset or derivatives transactions.
- Material loans of funds, endorsements or guarantees.
- Offering, issuing or privately placing equity-type securities.
- Appointment, dismissal, remuneration, independence and competence of the certifying CPA.
- Appointment and removal of the finance, accounting or internal-audit officer.
- Annual financial reports signed or sealed by the chairperson, managerial officers and accounting officer.
- Other material matters prescribed by the company or the competent authority.
Remuneration Committee
Three members appointed by the board, operating under the company's Remuneration Committee Rules of Procedure and meeting at least twice a year. Members: Hung Pei-chun (convener), Shih Ping-chuan, Wu Ying-te. The committee's main duties are:
- Periodically review the Remuneration Committee's charter and propose amendments.
- Regularly evaluate how the company's directors and managers meet their performance targets, and set the content and amount of their remuneration based on the evaluation results.
Risk Management Group
Adopted by the board in November 2021, the Risk Management Policy and Procedures are the company's highest guiding principle for risk. The group is convened by the president, with functional heads as members, and reports to the board once a year.
- Scope covers hazard, operational, financial, strategic, compliance, contractual, information-security and other risks.
- The board and audit committee approve and oversee policy; the audit office plans audits from risk assessments.
- Functional units assess the likelihood and impact of each risk and implement the necessary measures.
ESG Steering Group
Convened by the president, with functional heads as members, the ESG steering group helps management drive corporate sustainability across three dimensions.
Operations: progress on greenhouse-gas inventory and verification is reported to the board each quarter; the FY2024 greenhouse-gas inventory figures were reported to the board in March 2025, and the FY2024 sustainability report was approved by board resolution in August 2025.
- Environmental responsibility: green education and a low-carbon transition.
- Social responsibility: educational equity and intergenerational inclusion.
- Governance responsibility: stronger internal governance and a sustainable foundation.
Corporate Governance Officer
By board resolution on 6 August 2024, Lo Hsiang-yi was appointed the company's Corporate Governance Officer, responsible for governance-related affairs.
- Handle board and shareholders' meeting matters in accordance with the law.
- Prepare minutes of board and shareholders' meetings.
- Assist directors and supervisors with onboarding and continuing education.
- Provide directors and supervisors with the information needed to perform their duties.
- Help directors and supervisors comply with laws and regulations.
- Report to the board the results of reviewing independent directors' qualifications at nomination, at election and during their term.
- Handle matters relating to director changes.
- Other matters set out in the articles of incorporation or in contracts.
Officer's 2025 continuing education & work focus
- Completed the required 12 hours of CPD in 2025: corporate governance & securities law (3h) and sustainability-disclosure practice for listed companies (9h).
- Convened the annual general meeting and board meetings.
- Reviewed independent directors' qualifications for compliance with the relevant rules.
- Notified insiders, 30 / 15 days before financial-report announcements, of the prohibition on trading during the closed period.