Committees

Audit Committee

“Audit Committee Charter” was approved and established on April 26, 2012 by the Board of Directors and was approved by Shareholders’ Meeting held on June 13, 2012 to set up the Auditing Committee to replace the Supervisors System. The Audit Committee is composed of three independent directors and convenes at least one meeting per quarter. The Audit Committee is responsible for assessing whether the company’s financial statements are appropriate or not, selecting and discharging certified public accountants and evaluating their impendence an performance, assuring effective-implementation of internal control measures, monitoring whether the company observes related laws, rules and regulations, and managing the company’s existing or potential risks.

The major responsibilities of the committee are as follows:

• Establishing or revising internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
• Gauging the effectiveness of the internal control system.
• Establishing or revising the procedures for handling such major financial operations as acquiring or disposing of properties, conducting transactions of derivative products, extending loans to others, and rendering endorsement or guarantee services, in accordance with Article 36-1 of the Securities and Exchange Act.
• Handling Affairs associated with directors’ own interests.
• Handling major deals of assets or derivative products.
• Conducting major lending, endorsement or guarantee operations.
• Placement, issuance or private placement of equity securities.
• Appointment, discharge or remuneration of certified public accountants.
• Appointment and discharge of chief executives for financial, accounting or internal audit departments.
• Addition of Q1, Q2, Q3, and Annual financial reports approved by the chairperson, CEO and chief accountant with signatures or chops.
• Other major affairs associated with rules and regulations set by the company or other competent authorities.

Remuneration Committee

The “Remuneration Committee Charter” was approved and established by the Board of Directors and was resolved to set up the Remuneration Committee on April 27, 2011. The Remuneration Committee is composed of three independent directors and convenes at least twice per year. The “Remuneration Committee” acts as bona fides supervisor for the company. They are assigned to execute the following tasks and forward suggestions to the board of directors for discussion:

• Formulating and periodically reviewing the policy, system, criteria and structure associated with the remunerations of directors, supervisors and managerial staff, and assessing their performances.
• Periodically assessing and determining the remunerations of directors, supervisors and managerial staff.

The committee should observe the following principles in executing the above-mentioned tasks:

• In assessing the performances and determining remunerations of directors, supervisors and managerial staff, the committee should take into consideration the average corresponding remunerations offered by other peer companies, their individual performance, and the company’s overall business performance and future operating risks.
• The committee is not allowed to inspire directors and managerial staff to pursue high remunerations by engaging in operations involving risks that are beyond the company’s control.
• In determining the ratio of short-term bonus payable to directors and high-ranking managerial staff and the timing for honoring part of the variable remuneration, the committee should take into account the characteristics of the industry and the business nature of the company.

Members of Committees

Name	Audit Committee	Remuneration Committee
Lewis Lee	V  (Chairman)	V
Wen-Chang Chang	V	V (Chairman)
Li-Tzong Chen	V	V
Jang-Yang Chang	V	V
Chyun-Yu Yang	V	V