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The Committee

Audit Committee

Operations of the Audit Committee: Number of Meetings, Actual Attendance Rate of each Independent Director, and other mentionable items

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 quarterfinancial statements were audited by CPAs who attested to their accuracy.
  • Other major items required by other companies or the competent authority.

President Securities Corporation

Total of 6 meetings (A) of the Audit Committee were held in the year of 2022. Independent Directors’ attendance condition:
Title Name Actually Number of
Times Attended (B)		 Number of Times
Attended by Proxy		 Actual Attendance
Rate (%) (B/A)		 Remark
Independent Director Liang, Yann-Ping 6 0 100% None
Independent Director Pai, Chun-Nan 6 0 100% None
Independent Director Song, Yung-Fong 6 0 100% None
Independent Director Horng, Yuan-Chuan 6 0 100% None

Other mentionable items:

A. If any of the following circumstances occur, the dates, terms of the meetings, contents of motions, dissenting opinions from independent directors, reserved opinions or major suggestions, the resolutions of the Audit Committee, and the Company‘s response to the Audit Committee's opinions.

   I. Matters referred to in Article 14-5 of the Securities and Exchange Act: Total of 8 meetings were held in 2022 and 2023 to the publish date of the annual report. For matters referred to in Article 14-5 of the Securities and Exchange Act, all members present voted in favor of the resolution without any objection.

   II. Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None.


B. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None.


C. Communications between the independent directors, the Company’s internal audit supervisors and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.):

． Communications with the internal audit supervisors:

1. Communication methods:
(1) Every month, the Company compiles an internal audit deficiency report and submits it to the independent directors for review via email.
(2) The internal audit supervisor of the Company holds at least four regular internal control deficiency review meetings with independent directors every year. During the meetings, the results of the internal audit and the improvement status of the deficiencies mentioned in the correspondence from competent authorities are discussed, and a two-way communication and review process is carried out.
(3) The Company's Audit Committee is comprised of all independent directors. The internal audit supervisor of the Company attends the Audit Committee at least four times a year to report on internal audit operations.
2.Summary of communication between independent directors (Audit Committee) and the internal auditor supervisors:

Date of meetings Communication and results of implementation
2022.02.24 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor reported the tracking status from the last meeting.
2. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from October 2021 to January 2022.
3. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency report during October 2021 to January 2022.
4. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement.
2022.02.24 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business.
2. Independent Directors’ suggections: Because the internal control deficiency report had been disclosed in detail during the internal control deficiency review meeting, the report content does not need to be repeated at the Audit Committee meeting, only the suggestions and feedback given by the independent directors.
2022.04.21 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor reported the tracking status from the last meeting.
2. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from February 2022 to March 2022.
3. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency report during February 2022 to March 2022.
4. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement.
2022.04.21 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business.
2. Independent Directors' suggections:
(1) Regarding the deficiency in client safekeeping, managers shall carry out inspections in other approaches in addition to checking counter drawers.
(2) For the improvement plan of UBI Pharma Inc., execution and management must be thoroughly implemented since emerging stock risk control has been adjusted.
2022.06.13 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from April 2022 to April 2022.
2. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency report during April 2022 to May 2022.
3. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement.
2022.08.11 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor reported the internal audit business.
2. Independent Directors’ suggections: None.
2022.08.11 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor reported the tracking status from the last meeting.
2. Internal Audit Supervisor reported financial examination comments.
3. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from May 2022 to June 2022.
4. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency report during June 2022 to July 2022.
5. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement.
2022.08.11 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business.
2. Independent Directors’ suggections: None.
2022.10.20 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from July 2022 to September 2022.
2. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency report during July 2022 to September 2022.
3. Internal Audit Supervisor reported deficiency and improvement report of financial examination.
4. Items discussed - the Branches audit has revised the self-review system.
5. Independent Directors’ suggections:
(1) Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement.
(2) Regarding the audit revolution plan for branches, countermeasures shall be evaluated before the revolution.
2022.10.20 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business.
2. Independent Directors’ suggections: The Company shall stipulate Transaction Room Regulations to form clear rules about personnel access, phone usage and control. Any breach of the rules shall come with a penalty.
2022.12.08 (Independent Directors and Internal Audit Supervisor communicate through the internal control deficiency review meeting) 1. Internal Audit Supervisor reported the tracking status from the last meeting.
2. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from October 2022 to October 2022.
3. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency report during October 2022 to November 2022.
4. Independent Directors’ suggections: The Company shall warn departments that lack improvements and award those who have improvements in internal control management.
2022.12.08 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business.
2. Independent Directors’ suggections: It is recommended to strengthen the training of work ethics and regulations for newcomers and less experienced personnel.

 

Risk Management Committee

Operations of The Risk Management Committee

The Risk Management Committee consists of three members. At least half of them are Independent Directors, and the committee members shall be selected via resolution of Board of Directors. The Risk Management Committee shall convene meetings at least once every quarter to assist the Board of Directors in planning and supervising the Company’s related risk management affairs. This committee shall report the implementation of risk management to the Board of Directors periodically and propose suggestions for necessary improvements.

  • Term of the committee members: From July 28, 2021 through July 19, 2024.
    As of April 30, 2023, 9 meetings (A) have been held. The attendance of the committee members is as follows:
Title Name Actually Number
of Times Attended (B)		 Number of Times
Attended by Proxy		 Actual Attendance
Rate (%) (B/A)		 Remark
Independent Director Horng, Yuan-Chuan 9 0 100% Convener
Independent Director Song, Yung-Fong 9 0 100% -
Independent Director Pai, Chun-Nan 9 0 100% -
Independent Director Liang, Yann-Ping 9 0 100% -

 

Remuneration Committee

Operations of the Remuneration Committee
  • The committee is composed of four members.
  • Term of the committee members: From July 28, 2021 through July 20, 2024. The Remuneration Committee met 7 times (A) in the most recent year. The qualifications and attendance of the members are listed below:
Title Name Attendance in
Person (B)		 By Proxy Attendance rate (%)
(B/A) (Note)		 Remark
Convener Pai, Chun-Nan 7 0 100% Reappointment on 2021.7.28
Member Liang, Yann-Ping 7 0 100% Reappointment on 2021.7.28
Member Horng, Yuan-Chuan 7 0 100% Reappointment on 2021.7.28
Member Song, Yung-Fong 7 0 100% Reappointment on 2021.7.28

Other mentionable items:

1. 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.

2. 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.

2022 remuneration committee proposal discussion and resolution:
Remuneration Committee Item Resolution
2022.02.24 The 3rd Meeting of the 5th Remuneration Committee 1. The proposal for 2021 bonus distribution ratio for employees and directors.
2. The proposal for 2021 bonus allocation for employees and directors.
3. Amendment to Capital Market Department performance bonus policy.
4. Change of 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.
2022.04.21 The 4th Meeting of the 5th Remuneration Committee 1. Proposal regarding changes to departmental managers.
2. Change of managers.
3. The proposal for 2021 bonus distribution to employee and managerial officers.		 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.
2022.06.13 The 5th Meeting of the 5th 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.
2022.07.14 The 6th Meeting of the 5th Remuneration Committee There were only reports and no resolutions at this meeting. --
2022.08.11 The 7th Meeting of the 5th Remuneration Committee 1. Change of managers.
2. Dismissal of consultant.
3. Periodic review and evaluation of the policy.
and structure of the remuneration provided to the Company's Directors.		 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.
2022.10.20 The 8th Meeting of the 5th 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.
2022.12.08 The 9th Meeting of the 5th Remuneration Committee 1. Change of managers.
2. Changes to Chief Audit.
3. Periodic review and evaluation of the policies and structure of the remuneration to the Company's senior executives and managerial officers.		 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.

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