Functional Committee

Audit committee

The Company has established the Audit Committee Charter in accordance with Article 14-4 of the Securities and Exchange Act and Article 3 of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies. The Audit Committee was established in June 2020.

The Audit Committee is intended to assist the Board of Directors in supervising the quality and integrity of the Company's implementation of accounting, auditing, financial reporting processes, and financial controls.

Matters reviewed by the Audit Committee include: financial statements; auditing and accounting policies and procedures; internal control systems; significant asset or derivative transactions; major loans, endorsements or guarantees; fundraising or issuance of securities; regulatory compliance; potential conflicts of interest in related party transactions involving managers and directors; corporate risk management; appointment, dismissal, or compensation of the certified public accountant; and the appointment or dismissal of financial, accounting, or internal audit officers.

The Audit Committee is composed entirely of independent directors, and shall have no fewer than three members. One member shall serve as the convener, and at least one member shall have expertise in accounting or finance. The qualifications of independent directors shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The Audit Committee shall meet at least once per quarter. In addition, the Committee shall conduct an annual self-evaluation of its performance and discuss topics that require special attention in the future.

Audit committee
  • President
    Liang Su, Independent Director
  • Member
    Chien-Cheng Huang, Independent Director
  • Member
    Wei-Chih Chen, Independent Director
  • Member
    Chun-Chang Lin, Committee Member
Compensation committee

In order to establish a sound compensation system for directors and managerial officers, Mao Bao has formulated the “Remuneration Committee Charter” in accordance with Article 3 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter,” and established the Remuneration Committee in December 2011.

The functions of the Committee include regularly reviewing the Company’s policies, systems, standards, and structures for annual and long-term performance goals and remuneration of directors and managerial officers. The Committee also periodically evaluates the achievement of performance goals by directors and managerial officers, and determines the content and amount of their individual compensation to ensure that the Company’s remuneration arrangements comply with relevant laws and are sufficient to attract outstanding talent.

The performance evaluation and compensation of directors and managerial officers shall take into account the prevailing levels in the industry, the individual’s time devoted, responsibilities assumed, achievement of personal goals, performance in other roles held, compensation given to persons in similar positions in recent years by the Company, and also assess the appropriateness of the correlation between individual performance, company operating performance, and future risks based on the achievement of short-term and long-term business objectives and the Company’s financial condition.

Remuneration should not induce directors and managerial officers to engage in activities that exceed the Company’s risk tolerance for the sake of pursuing compensation.

The Committee, in a professional and objective position, evaluates the Company’s policies and systems for the remuneration of directors, supervisors, and managerial officers, and provides recommendations to the Board of Directors for decision-making reference.

In accordance with the “Remuneration Committee Charter,” the Remuneration Committee shall convene at least twice a year.

Compensation committee
  • President
    Liang Su, Independent Director
  • Member
    Chien-Cheng Huang, Independent Director
  • Member
    Chun-Chang Lin, Committee Member
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