The Committee
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Audit Committee
The functional authority of the Audit Committee
The Company established its Audit Committee in June of 2015. The main key points of functional authority to be audited are as follows:
- Adoption or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
- Evaluation of the effectiveness of internal control systems.
- Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
- Items involving the interests of Directors.
- Major assets or derivative trading.
- Major loaning of funds, making of endorsements, or provision of guarantees.
- Offering, issuance, or private placement of any equity-type securities.
- Appointment, dismissal, and compensation of CPAs.
- Appointments and dismissal of finance managers, accounting managers, and internal audit managers.
- The annual financial statements were signed or sealed by the Chairman, managers, and accounting manager while the second quarter financial statements were audited by CPAs who attested to their accuracy.
- Other major items required by other companies or the competent authority.
Operations of the Audit Committee
- The term for the 4th committee members is from July 5, 2024, to June 26, 2027. As of the end of December 2025, the committee has held ten meetings.
| Title | Name | Actually Number of Times Attended | Number of Times Attended by Proxy | Actual Attendance Rate | Remark |
|---|---|---|---|---|---|
| Independent Director | Yang, Hui-Chiu | 10 | 0 | 100% | Convener |
| Independent Director | Pai, Chun-Nan | 10 | 0 | 100% | - |
| Independent Director | Song, Yung-Fong | 10 | 0 | 100% | - |
| Independent Director | Horng, Yuan-Chuan | 10 | 0 | 100% | - |
- The proposals and resolutions deliberated by the 4th Audit Committee are as follows.
| Meeting | Item | Resolution |
|---|---|---|
| 2024.08.14 The 1st Auditing Meeting of the 4th Audit Committee |
Election matters: Election of convener of the Audit Committee. 1. Review of 2023 Q2 individual financial statements and the consolidated financial statements. 2. Amendment to Internal Control System. 3. Amendment to the brokerage service fee rate and discount policy. 4. Regulations for commissioning others to handle operations 5. Proposal for amendments to the Rules Governing Board Meetings. 6. Proposal for amendments to the Company's guidelines for financing anti-money laundering and counter-terrorism activities. 7. Proposal for amendments to the Company's procedures and plans for financing anti-money laundering and counter-terrorism activities. 8. Renewal of liability insurance for Directors and important personnel. 9. Implementation of the Principle of fair treatment to consumers from April to June in 2024. |
The independent director Yang, Hui-Chu was elected as the convener of the 4th session of the Audit Committee, and was passed unanimously by the members in attendance. With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2024.10.23 The 2nd Auditing Meeting of the 4th Audit Committee |
1. Establishment of trading procedures for foreign securities and derivative financial products. 2. Amendment to the brokerage service fee rate and discount policy. 3. Amended the criterion for handling consumer disputes. 4. Discussion on the interval dates between the Audit Committee and the Board of Directors. 5. Amended the policies and strategy of the principle of fair treatment of consumers. 6. mplementation of the Principle of fair treatment to consumers from July to September in 2024. |
For proposal 1 to proposal 3 and proposal 5 to proposal 6. With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. The Chairperson approved the fourth proposal with the unanimous consent of all committee members present to proceed with Plan Two. |
| 2024.12.11 The 3rd Auditing Meeting of the 4th Audit Committee |
1. Revised the Internal Control System. 2. Submitted 2025 Auditing program. 3. Formulated sustainable information management policy. 4. Amendment to the reporting procedure for major incidents. 5. Application for designated collective money trust management business. 6. Application for a license to concurrently operate securities investment consulting services and handle discretionary investment business in the form of a trust. 7. Proposal to increase the capital of President Futures Corporation Ltd. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2025.02.13 The 4th Auditing Meeting of the 4th Audit Committee |
1. Evaluation of the independence and competency of CPA. 2. Amendments to Internal Control System for brokerage business. 3. Establishment of operational guidelines for the commissioned purchase and sale of Foreign Virtual Asset ETFs. 4. Amended the Articles of Incorporation. 5. Report of 2024 Legal compliance risk evaluation. 6. Report of 2024 money laundering and terrorist financing risk assessment. 7. Report of 2024 statement of Internal Control over AML/CFT. 8. Statement of the 2024 Internal Control System. 9. Implementation and self-evaluation of the Principle of fair treatment to consumers from October to December in 2024. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2025.02.26 The 5th Auditing Meeting of the 4th Audit Committee |
1. Review of 2024 individual financial statements and the consolidated financial statements. 2. Proposal for increasing capital from retained earnings for issuance of new shares. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2025.04.09 The 6th Auditing Meeting of the 4th Audit Committee |
1. Review of 2024 business report and earnings distribution proposal. | With the consent of all attending committee members, the Chairman approved the resolution. |
| 2025.05.05 The 7th Auditing Meeting of the 4th Audit Committee |
1. Review of 2025 Q1 consolidated financial statements. 2. Amendment to Internal Control System. 3. Application for Acquisition and Disposal of UPAMC ETF. 4. Formulation of Cloud Computing and AI Policy. 5. Establishment of Data Sharing Management Guidelines. 6. Amended the professional investor statement and the KYC review and management procedures. 7. Implementation of the Principle of fair treatment to consumers from January to March in 2025. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2025.08.14 The 8th Auditing Meeting of the 4th Audit Committee |
1. Review of 2025 Q2 individual financial statements and the consolidated financial statements. 2. Amendment to Internal Control System. 3. Amendments to the operating procedures for the wealth management business. 4. Amendment of the Company’s Sustainable Information Management Policy. 5. Renewal of liability insurance for Directors and key personnel. 6. Implementation of the Principle of fair treatment to consumers from April to June in 2025. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2025.11.03 The 9th Auditing Meeting of the 4th Audit Committee |
1. Review of 2025 Q3 consolidated financial statements. 2. Amendments to the Internal Control System for the wealth management business. 3. Amendment to internal control system for brokerage business. 4. Application for participation in the pilot program for the Local Asset Management Special Zone. 5. Implementation of the Principle of fair treatment to consumers from July to September in 2025. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2025.12.10 The 10th Auditing Meeting of the 4th Audit Committee |
1. Submitted 2026 Auditing program. 2. Revised the Internal Control System. 3. Amendments to the Internal Control System for the wealth management business. 4. Amended Code of the Practice of Corporate Governance. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2026.02.11 The 11th Auditing Meeting of the 4th Audit Committee |
1. Proposal for Equity investment of Uni-President Asset Management Corporation. 2. Evaluation of the independence and competency of CPA. 3. Amendments to Procedures for the Acquisition or Disposal of Assets. 4. Amendment to the regulations for commissioning others to handle operations. 5. Submission of Information System Cybersecurity Assessment and Implementation Plan. 6. Report of 2025 Legal compliance risk evaluation. 7. Report of 2025 money laundering and terrorist financing risk assessment. 8. Report of 2025 statement of Internal Control over AML/CFT. 9. Statement of the 2025 Internal Control System. 10. Revised the Internal Control System. 11. Implementation and self-evaluation of the Principle of fair treatment to consumers from October to December in 2025. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2026.02.25 The 12th Auditing Meeting of the 4th Audit Committee |
1. Review of 2025 individual financial statements and the consolidated financial statements. 2. Correction to the appendix of Statement of the 2025 Internal Control System. |
With the consent of all attending committee members, the Chairman approved the resolution and submitted it to the Board of Directors for discussion. |
| 2026.03.16 The 13th Auditing Meeting of the 4th Audit Committee |
1. Review of 2025 business report and earnings distribution proposal. | With the consent of all attending committee members, the Chairman approved the resolution. |
Risk Management Committee
The functional authority of the Risk Management Committee
To strengthen the Company's risk management, the Board of Directors approved the Risk Management Committee Charter on June 26, 2008, with the Risk Management Committee established within the Board. According to the charter, the committee must have at least three members, with at least half being independent directors. Committee members are appointed by resolution of the Board. Currently, the Risk Management Committee comprises four independent directors. The committee’s founding mission is to assist the Board in planning and overseeing the Company’s risk management activities, providing timely feedback on the execution of risk management, and offering necessary improvement suggestions. As stipulated in the charter, the committee’s responsibilities include:
- The establishment of risk management policies and the organization and assignment of duties to related units within the Company
- The establishment of risk measurement standards for the Company.
- The management of limits for the overall risk and departmental risk of the Company.
Operations of The Risk Management Committee
The Risk Management Committee convenes at least one meeting per quarter. Details regarding the committee meetings and each member's attendance rate are as follows:
- The Company’s Risk Management Committee was established on June 26, 2008, with a minimum of three members.
- The term for the 6th committee members is from July 5, 2024, to June 26, 2027. As of the end of December 2025, the committee has held eight meetings.
| Title | Name | Actually Number of Times Attended | Number of Times Attended by Proxy | Actual Attendance Rate | Remark |
|---|---|---|---|---|---|
| Independent Director | Horng, Yuan-Chuan | 8 | 0 | 100% | Convener |
| Independent Director | Song, Yung-Fong | 8 | 0 | 100% | - |
| Independent Director | Pai, Chun-Nan | 8 | 0 | 100% | - |
| Independent Director | Liang, Yann-Ping | 8 | 0 | 100% | - |
- Risk management skills of the 6th committee members:
| Title | Name | Risk Management Skills |
|---|---|---|
| Independent Director | Horng, Yuan-Chuan | Expertise in finance and banking (VP of Finance, China Steel Corporation) |
| Independent Director | Song, Yung-Fong | 9Expertise in finance and banking (Executive VP, Chunghwa Telecom) |
| Independent Director | Pai, Chun-Nan | Expertise in law (PhD in Law) |
| Independent Director | Yang, Hui-Chiu | Expertise in finance and banking (President, Just A investment limited company) |
Remuneration Committee
Operations of the Remuneration Committee
- The committee is composed of four members.
- The term for the 6th committee members is from July 5, 2024, to June 26, 2027. As of the end of December 2025, the committee has held eight meetings.
| Title | Name | Actually Number of Times Attended | Number of Times Attended by Proxy | Actual Attendance Rate | Remark |
|---|---|---|---|---|---|
| Independent Director | Horng, Yuan-Chuan | 8 | 0 | 100% | Convener |
| Independent Director | Song, Yung-Fong | 7 | 1 | 87.5% | |
| Independent Director | Pai, Chun-Nan | 8 | 0 | 100% | |
| Independent Director | Yang, Hui-Chiu | 8 | 0 | 100% |
- The proposals and resolutions deliberated by the 6th Remuneration Committee are as follows.
| Remuneration Committee | Item | Resolution |
|---|---|---|
| 2024.08.14 The 1st Meeting of the 6th Remuneration Committee |
1. The proposal regarding change of department managers. 2. Change of managers. 3. Proposal for people in authority (managerial officers) to serve as the directors and supervisors concurrently at subsidiaries in which the Company has invested. 4. Propose the remuneration for the 13th term of Board of Directors. 5. Propose the remuneration for the 13th term of Independent Directors. 6. Propose the remuneration for the 13th term of Chairman. 7. Remuneration of the President. 8. Periodic review and evaluation of the policies and structure of the remuneration to the Company's Board of Directors. |
Proposal 1~4: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. Proposal 5: This case involves recusal and shall be submitted to the Board for resolution. Proposal 6~8: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2024.10.23 The 2nd Meeting of the 6th Remuneration Committee |
1. Amendment to the Regulations Governing the Board Performance Evaluation. 2. Change of managers. |
Proposal 1~2: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2024.12.11 The 3rd Meeting of the 6th Remuneration Committee |
1. The proposal regarding change of managers. 2. Periodic review and evaluation of the remuneration policy and structure for the Company's senior executives and managers |
Proposal 1~2: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2025.02.13 The 4th Meeting of the 6th Remuneration Committee |
1. Authorization of Trading Limits for the Head of the Proprietary Trading Department. 2. The proposal regarding change of department managers. 3. The proposal for 2024 bonus distribution ratio for employees and directors. 4. The proposal for 2024 bonus allocation for employees and directors. 5. Proposal to Amend Article 23 of the Company’s Articles of Incorporation Regarding Employee Compensation. |
Proposal 1~5: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2025.05.05 The 5th Meeting of the 6th Remuneration Committee |
1. Change of managers. 2. Organizational Restructuring Proposal. 3. 2024 employee remuneration distribution proposal for managers. |
Proposal 1~3: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2025.08.14 The 6th Meeting of the 6th Remuneration Committee |
1. Change of managers. 2. The proposal regarding change of department managers. 3. Proposal for people in authority (managerial officers) to serve as the directors and supervisors concurrently at subsidiaries in which the Company has invested. 4. Periodic review and evaluation of the policies and structure of the remuneration to the Company's Board of Directors. |
Proposal 1~4: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2025.11.03 The 7th Meeting of the 6th Remuneration Committee |
1. Change of managers. | Proposal 1: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2025.12.10 The 8th Meeting of the 6th Remuneration Committee |
1. Amendment to the Regulations Governing the Board Performance Evaluation. 2. Change of managers. 3. Proposal on the Definition and Salary Standards for the Company’s Entry-Level Employees. 4. Periodic review and evaluation of the remuneration policy and structure for the Company's senior executives and managers. |
Proposal 1~4: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
Other mentionable items
- If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.
- Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.
Sustainability and Strategic Development Committee
The functional authority of the Sustainability and Strategic Development Committee
To enhance the Company's medium and long-term strategic development, the Board of Directors approved the establishment of the Strategic Development Committee on November 4, 2021.
Following recommendations from an external evaluation report on board performance, the Board approved the retitling of the Strategic Development Committee to the Sustainability and Strategic Development Committee on July 5, 2024. This change included a continuation of the current term and a revision of the committee's charter. The revised responsibilities of the committee are as follows:
- Formulate the Company’s sustainability policy and annual plan.
- Supervise the implementation of the Company’s annual sustainability plan and track its execution effectiveness.
- Formulate medium and long-term business operation and strategic development directions of the Company.
- Study medium and long-term organizational change and transformation plan.
- Formulate the Company’s annual operation plan and budget preparation.
Operations of the Sustainability and Strategic Development Committee
- The term for the 2nd committee members is from July 5, 2024, to June 26, 2027. As of the end of December 2025, the committee has held six meetings.
| Title | Name | Actually Number of Times Attended | Number of Times Attended by Proxy | Actual Attendance Rate | Remark |
|---|---|---|---|---|---|
| Chairman | Lin, Kuan-Chen | 6 | 0 | 100% | Convener |
| Director | Liu, Tsung-Yi | 6 | 0 | 100% | |
| Director | Chen, Kuo-Hui | 6 | 0 | 100% | |
| Independent Director | Pai, Chun-Nan | 6 | 0 | 100% | |
| Independent Director | Song, Yung-Fong | 6 | 0 | 100% | |
| Independent Director | Horng, Yuan-Chuan | 5 | 1 | 83% | |
| Independent Director | Yang, Hui-Chiu | 6 | 0 | 100% | |
| President | Yang , Kai-Chih | 6 | 0 | 100% |
Note: On July 5, 2024, the Board of Directors approved the retitling of the Strategic Development Committee to the Sustainability and Strategic Development Committee, with the term continued.
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