Compensation Committee
The Company’s Compensation Committee consists of three members, all appointed by resolution of the Board of Directors. All members are independent directors. In accordance with Article 3 of the Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies Whose Stock is Listed on the Taiwan Stock Exchange or Traded Over the Counter by Securities Firms, the Company has established the Compensation Committee Charter.
The primary function of the Committee is, in a professional and objective capacity, to evaluate the Company’s policies and systems regarding the compensation of directors and managerial officers, and to provide recommendations to the Board of Directors for reference in decision-making.
Compensation Committee Members
| Job Title | Full Name | Professional Profile |
|---|---|---|
獨立董事 | 汪乃儀 | 九齊科技(股)公司財務主管/會計主管 九齊科技(股)公司公司治理主管/代理發言人 松瑞製藥(股)公司財管部協理/財務長 世仰科技(股)公司(現公司更名為亞通利大財會經理) |
獨立董事 | 陳良瑞 | 彰化師範大學副校長、研發長及 電機工程學系特聘教授 中華民國電力電子學監事 台灣智慧電動車及綠能科技協會監事 國科會電力學門複審委員 教育部科技教育輔導員諮詢委員 經濟部SBIR審查委員 |
獨立董事 | 梁晴瀅 | 新莊幸福中醫診所執行長 新莊醫莘堂中醫診所執行長 三重天慕堂中醫診所執行長 板橋六安堂中醫診所執行長 財團法人台北市私立愛愛院專職講師 天慕股份有限公司董事長 |
Operational Status of the Remuneration Committee for FY2025
1. The Company’s Remuneration Committee was established on February 26, 2025, and consists of three (3) members.
2. Term of office for the current members: June 26, 2025 to June 25, 2028. As of January 1, 2026, three (3) meetings have been held. Attendance records are as follows:
| Job Title | Full Name | Actual Number of Meetings Attended (B) | Number of Meetings Attended by Proxy | Actual Attendance Rate % (B/A) | Remarks |
|---|---|---|---|---|---|
召集人 | 汪乃儀 | ４ | ４ | 100 | |
委員 | 陳良瑞 | 4 | 4 | 100 | First Term Remuneration Committee members were reappointed on June 26, 2025. |
委員 | 梁晴瀅 | 4 | 4 | 100 |
Significant Resolutions of the Remuneration Committee and the Company’s Handling of the Committee’s Opinions
| Date | Meeting Title | Content | Resolutions and Implementation Status | The Company’s Handling of the Remuneration Committee’s Opinions |
|---|---|---|---|---|
114/3/13 | First Term 1st Meeting | 1.Establish the Compensation and Remuneration Payment Policy for Directors, Senior Managers, and Functional Committee Members 2.Review senior managers’ compensation | Upon consultation by the Chair with all attending members, no objections were raised and the proposal was approved as presented. | Submitted to the Board of Directors for resolution; upon consultation by the Chair with all attending directors, no objections were raised and the proposal was approved as presented. |
114/8/6 | Second Term 1st Meeting | 1.Establish the Company’s “Board Performance Evaluation Procedures” 2.Proposed amendment to the Company’s “Compensation and Remuneration Payment Policy for Directors, Senior Managers, and Functional Committee Members” 3.Review the Company’s FY2024 directors’ and employees’ (including senior managers’) remuneration distribution proposal 4.Review the Company’s senior managers’ compensation | Upon consultation by the Chair with all attending members, no objections were raised and the proposal was approved as presented. | Submitted to the Board of Directors for resolution; upon consultation by the Chair with all attending directors, no objections were raised and the proposal was approved as presented. |
114/10/14 | Second Term 2nd Meeting | 1.Appointment of the Company’s Corporate Governance Officer2.Establishment of the Company’s Chief Information Security Officer (CISO) | Upon consultation by the Chair with all attending members, no objections were raised and the proposal was approved as presented. | Submitted to the Board of Directors for resolution; upon consultation by the Chair with all attending directors, no objections were raised and the proposal was approved as presented. |
114/12/23 | Second Term 3rd Meeting | 1.Proposal for salary adjustments for the Company’s senior managers 2.Proposal for payment of the Company’s FY2025 year-end bonuses for senior managers | Upon consultation by the Chair with all attending members, no objections were raised and the proposal was approved as presented. | Submitted to the Board of Directors for resolution; upon consultation by the Chair with all attending directors, no objections were raised and the proposal was approved as presented. |
Audit Committee
The Company’s Audit Committee consists of three members, all appointed by resolution of the Board of Directors. All members are independent directors. In accordance with Article 3 of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, the Company has established the Audit Committee Charter.
The primary purpose of the Committee’s operations is to oversee the following matters:
The fair presentation of the Company’s financial statements.
The selection (and dismissal), independence, and performance of the certified public accountants.
The effective implementation of the Company’s internal control system.
The Company’s compliance with relevant laws and regulations.
The management of the Company’s existing or potential risks.
Audit Committee Members
| Job Title | Full Name | Professional Profile |
|---|---|---|
獨立董事 | 汪乃儀 | 九齊科技(股)公司財務主管/會計主管 九齊科技(股)公司公司治理主管/代理發言人 松瑞製藥(股)公司財管部協理/財務長 世仰科技(股)公司(現公司更名為亞通利大財會經理) |
獨立董事 | 陳良瑞 | 彰化師範大學副校長、研發長及 電機工程學系特聘教授 中華民國電力電子學監事 台灣智慧電動車及綠能科技協會監事 國科會電力學門複審委員 教育部科技教育輔導員諮詢委員 經濟部SBIR審查委員 |
獨立董事 | 梁晴瀅 | 新莊幸福中醫診所執行長 新莊醫莘堂中醫診所執行長 三重天慕堂中醫診所執行長 板橋六安堂中醫診所執行長 財團法人台北市私立愛愛院專職講師 天慕股份有限公司董事長 |
Operational Status of the Audit Committee for FY2025
1. The Company’s Audit Committee was established on June 26, 2025, and consists of three (3) members.
2. Term of office for the current members: June 26, 2025 to June 25, 2028. As of January 1, 2026, two (2) meetings have been held (A). Attendance records are as follows:
| Job Title | Full Name | Actual Number of Meetings Attended (B) | Number of Meetings Attended by Proxy | Expected Number of Meetings to Attend (A) | Actual Attendance Rate % (B/A) | Remarks |
|---|---|---|---|---|---|---|
獨立董事
(召集人) | 汪乃儀 | 2 | 0 | 2 | 100.00 | |
獨立董事 | 陳良瑞 | 2 | 0 | 2 | 100.00 | |
獨立董事 | 梁晴瀅 | 2 | 0 | 2 | 100.00 |
During FY2025, the Company’s Audit Committee reviewed the proposals related to the matters listed in Article 14-5 of the Securities and Exchange Act. The Audit Committee engaged in thorough communication with the relevant attendees regarding these proposals. All proposals were approved by unanimous vote of all members present, with no dissenting or qualified opinions. In addition, there were no matters that were not approved by the Audit Committee but were nevertheless adopted with the consent of more than two-thirds of all directors.
| Audit Committee Date | Term | Agenda Item(s) | Resolution | The Company’s Handling of the Audit Committee’s Opinions |
|---|---|---|---|---|
114.8.6 | First Term 1st Meeting | 1. Approval of the Company’s consolidated financial statements for Q2 FY2025 2. Establish the Company’s “Corporate Governance Best Practice Principles” 3. Establish the Company’s “Sustainable Development Best Practice Principles” 4. Establish the Company’s “Integrity Management Operating Procedures and Code of Conduct” 5. Establish the Company’s “Standard Operating Procedures for Handling Requests Raised by Directors” 6. Establish the Company’s “Pre-Approval Procedures for Non-Assurance Services Provided by the Certifying Public Accountant” 7. Proposed amendment to the Company’s “Operating Guidelines for Financial and Business Matters between Affiliated Enterprises” 8. Proposed amendment to the Company’s “Procedures for Transactions with Group Companies, Specified Companies, and Related Parties” 9. Establish the Company’s “Operating Procedures for the Preparation and Assurance of the Sustainability Report” 10. Independence assessment of the Company’s certifying public accountant for FY2025 11. Appointment and remuneration of the Company’s certifying public accountant for FY2025<br | Upon consultation by the Chair with all attending members, no objections were raised and the proposal was approved as presented. | Submitted to the Board of Directors for resolution; upon consultation by the Chair with all attending directors, no objections were raised and the proposal was approved as presented. |
114.12.23 | First Term 2nd Meeting | 1. Proposal for the Company’s FY2026 “Annual Operating Plan and Budget Report.” 2. Proposal for the Company’s FY2026 “Annual Audit Plan.” 3. Proposal regarding the Company’s application for bank credit facilities. 4. Proposal for the Company’s planned acquisition of real property in Phase I of the Tai Yuen Hi-Tech Industrial Park. 5. Proposal to extend the engagement term of the Company’s lead certifying public accountant. 6. Proposal to amend the Company’s “Authorization Matrix.” 7. Proposal to amend the Company’s “Internal Control System.” 8. Proposal for the Company’s planned donation to the “Taiya Medical Charity Foundation.” 9. Proposal for planned sales transactions with related parties. | Upon consultation by the Chair with all attending members, no objections were raised and the proposal was approved as presented. | Submitted to the Board of Directors for resolution; upon consultation by the Chair with all attending directors, no objections were raised and the proposal was approved as presented. |