Functional Committees

Corporate Governance

Functional Committees

Remuneration Committee

Members of Remuneration Committee
 

The eemuneration committee assists the Board in implementing its responsibilities relating to the compensation and benefit policies, plans and structure of Acter, and the evaluation and compensation of Acter’s directors of the Board and executives, and submits the recommendations for references to the Board to make decisions. The Remuneration Committee consists of four independent directors. The Committee meets at least two times a year.

The main duties of the Remuneration Committee

  1. Periodically reviewing the “Remuneration Committee Charter” and making recommendations for amendments.
  2. Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of the company and the policies, systems, standards, and structure for their compensation.
  3. Periodically assessing the degree to which performance goals for the directors and managerial officers of the company have been achieved, and setting the types and amounts of their individual compensation.
 
Name Education Current Position Experience
Wang, Mao-Rong
  • Master, Institute of Management of Technology, National Chiao Tung University
  • Refrigerating Air-conditioning Division, College of Mechanical Electrical Engineering, National Taipei University of Technology
  • Person in Charge, MJ Energy Master
  • Supervisor, Compresses Air Energy Saving Co., Ltd.
  • Supervisor, Sancai Technology Co., Ltd.
  • Consultant of Energy-saving Department and Senior Manager, Gigatek Inc., J-POWER SYSTEM ENGINEERING, Compresses Air Energy Saving, FRMSL, DELTA, TAIRONE, and YC
  • Industrial Technology Research Institute Laboratory Director and Promotion Manager
  • Great United Technicians Firm, Person in Charge
  • Adjunct Lecturer, National Chin-Yi University of Technology and Ming Chi University Of Technology
  • Top 10 Outstanding Engineer Award (Year 1996)
  • Refrigeration and air-conditioning engineer (Senior Examinations)
  • Executive Director, Carl Duisberg Association in Taiwan and TAESCO
Yang, Qian
  • Doctor of Computer Science, Washington University, USA
  • Master of Computer Science, Georgia Institute of Technology, USA
  • Master of Management Science, National Chiao Tung University
  • Bachelor of Electronics Engineering, National Chiao Tung University
  • Honorary Professor, Institute of Business and Management, National Chiao Tung University
  • Member, Employee Complaint Deliberation Committee, Industrial Technology Research Institute
  • Director, Chia Chang Co., Ltd.
  • Independent Director, ASPEED Technology Inc.
  • Independent Director, Associated Industries China, Inc.
  • Independent Director, Mars Semiconductor Corp.
  • Professor and Dean, Institute of Business and Management, National Chiao Tung University
  • Consultant, Chairman Office, Hon Hai Precision Inc. Co., Ltd.
  • Member, Endowment Fund Committee, National Chiao Tung University
  • Member, Operation Fund Committee, National Chiao Tung University
Yeh, Hui-Hsin
  • Bachelor Degree in Accounting, Tunghai University
  • Representative, Wei Chin CPAs & Co.
  • Independent Director, Data Image orporation
  • Independent Director, Simula Technology Inc.
  • Director, Wei Xin Financial Consultancy Co., Ltd.
  • Partner CPA, Ernst & Young Global Limited
Huang, Tzu-Pei
  • Master, School of Law, National Chiao Tung University
  • Bachelor of Financial Law, College of Law, National Taiwan University
  • Lawyer, Meridian Attorneys-at-Law
  • Consultant lawyer, Taipei City Government
  • Consultant lawyer, Taiwan Union of Nurses Association
  • Consultant lawyer, labor unions of Cheng Hsin General Hospital
  • Arbitrator, Chinese Arbitration Association, Taipei
  • Committee member, Parliament Coordination Committee of Taiwan Bar Association

Audit Committee

Members of Audit Committee
 

The company established an Audit Committee, which replaced supervisors according to Article 14-4 of the Securities and Exchange Act. The committee is composed of four independent directors. All of them are chosen from persons with sufficient financial knowledge or business experience.

Audit Committee’s main responsibilities is to review the following matters:

  1. The adoption of or amendments to the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of the internal control system.
  3. The procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
  4. Matters in which a director is an interested party.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements, or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a certified public accountant, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal audit officer.
  10. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
  11. Business report and proposal for earnings distribution or offsetting of deficit.
  12. Other material matters as may be required by the company or by the competent authority.

 
 

Audit Committee’s work of 2023:

  1. Review the financial reports.
  2. Assessment of the effectiveness of the internal control system.
  3. Review the endorsements or guarantees for others.
  4. Review the subscription of securities.
  5. Review the hiring of a certified public accountant and conduct assessments of CPA independence and competence based on a written statement issued by a CPA and AQIs.
  6. Review to establish the company’s non-assurance services pre-approval policy.
  7. Review to approve the contract of the non-assurance services about “Sustainable Organization Reconstruction.”
  8. Review the personnel reassignment.
  9. Review to approve the NTC to abandon the capital increase of Suzhou Winmax and instead be held by an employee shareholding platform.

 

Name Professional qualifications and experience Education Current Position Experience
Wang, Mao-Rong Possess a license of refrigeration and air-conditioning engineer (Senior Examinations) and working experience related to the company’s business
  • Master, Institute of Management of Technology, National Chiao Tung University
  • Refrigerating Air-conditioning Division, College of Mechanical Electrical Engineering, National Taipei University of Technology
  • Person in Charge, MJ Energy Master
  • Supervisor, Compresses Air Energy Saving Co., Ltd.
  • Supervisor, Sancai Technology Co., Ltd.
  • Consultant of Energy-saving Department and Senior Manager, Gigatek Inc., J-POWER SYSTEM ENGINEERING, Compresses Air Energy Saving, FRMSL, DELTA, TAIRONE, and YC
  • Industrial Technology Research Institute Laboratory Director and Promotion Manager
  • Great United Technicians Firm, Person in Charge
  • Adjunct Lecturer, National Chin-Yi University of Technology and Ming Chi University Of Technology
  • Top 10 Outstanding Engineer Award (Year 1996)
  • Refrigeration and air-conditioning engineer (Senior Examinations)
  • Executive Director, Carl Duisberg Association in Taiwan and TAESCO
Yang, Qian Have more than five years of work experience as a lecturer in colleges and universities
  • Doctor of Computer Science, Washington University, USA
  • Master of Computer Science, Georgia Institute of Technology, USA
  • Master of Management Science, National Chiao Tung University
  • Bachelor of Electronics Engineering, National Chiao Tung University
  • Honorary Professor, Institute of Business and Management, National Chiao Tung University
  • Member, Employee Complaint Deliberation Committee, Industrial Technology Research Institute
  • Director, Chia Chang Co., Ltd.
  • Independent Director, ASPEED Technology Inc.
  • Independent Director, Associated Industries China, Inc.
  • Independent Director, Mars Semiconductor Corp.
  • Professor and Dean, Institute of Business and Management, National Chiao Tung University
  • Consultant, Chairman Office, Hon Hai Precision Inc. Co., Ltd.
  • Member, Endowment Fund Committee, National Chiao Tung University
  • Member, Operation Fund Committee, National Chiao Tung University
Yeh, Hui-Hsin Possess an accountant’s license
  • Bachelor Degree in Accounting, Tunghai University
  • Representative, Wei Chin CPAs & Co.
  • Independent Director, Data Image orporation
  • Independent Director, Simula Technology Inc.
  • Director, Wei Xin Financial Consultancy Co., Ltd.
  • Partner CPA, Ernst & Young Global Limited
Huang, Tzu-Pei Possess an attorney’s license
  • Master, School of Law, National Chiao Tung University
  • Bachelor of Financial Law, College of Law, National Taiwan University
  • Lawyer, Meridian Attorneys-at-Law
  • Consultant lawyer, Taipei City Government
  • Consultant lawyer, Taiwan Union of Nurses Association
  • Consultant lawyer, labor unions of Cheng Hsin General Hospital
  • Arbitrator, Chinese Arbitration Association, Taipei
  • Committee member, Parliament Coordination Committee of Taiwan Bar Association

Audit Committee Mail : 5536ac@acter.com.tw

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Nominating Committee

Members of Nominating Committee
 

The company established the “Nominating Committee Charter” and set up the Nominating Committee to ensure the soundness of the board and strengthen the management mechanism. The 2nd Committee is composed of four independent directors and one director. Each member has the expertise to perform his or her duties such as expertise in corporate governance or work experience in the area of commerce, law, finance or accounting, or otherwise necessary for company business. The Committee shall convene at least once a year, and may call a meeting at its discretion whenever necessary. The duties of the Committee are shown as follows and members of the Committee perform their business according to the duties.

  1. Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of independent directors and non-independent directors.
  2. Planning the composition of the board and each committee, and evaluating the performance of the board.
  3. Finding, reviewing and nominating candidates for independent directors and non-independent directors.
  4. Review the establishment and amendment of the relevant regulations for the operation of the board of directors of the company.
  5. Reviewing the amendment of “Corporate Governance Practical Rules” of the Company.
  6. Other matters instructed by the board of directors.
 

In 2023, one meeting was held, and all committee members attended in person.

 
Name Professional qualifications and experience Education Current Position Experience
Liang, Chin-Li Corporate governance
  • EMBA, National Chiao Tung University
  • Department of Electrical Engineering - Refrigerating and Air-conditioning, Taipei Tech
  • CEO, ACTER GROUP CORPORATION LIMITED
  • Chairman, Her Suo Eng., Co., Ltd.
  • Chairman, Nova Technology Corp.
  • Chairman, Acter Technology Integration Group Co., Ltd.
  • Director, Sheng Huei (Shenzhen) Engineering Co., Ltd.
  • Director, Shenzhen Dingmao Trade Co., Ltd.
  • Director, Sheng Huei International Co. Ltd.
  • Director, Acter International Limited
  • Director, New Point Group Limited
  • Director, Acter Technology Singapore Pte. Ltd.
  • Director, Acter Technology Malaysia Sdn. Bhd.
  • Chairman, Winmax Technology Corp.
  • Director and CEO, Enrich Tech Co., Ltd.
  • Chairman, Winmega Technology Corp.
  • Chairman, Suzhou Winmax Technology Corp.
  • Director, Novatech Engineering & Construction Pte. Ltd.
  • Director, Sheng Huei Engineering Technology Co., Ltd.
  • Chairman, Acter Technology Co., Ltd.
  • Director, Waste Recovery Technology Inc.
  • Chairman, Rayzher Industrial Co., Ltd.
  • Chairman, Hengji Construction Corporation Limited
Wang, Mao-Rong Industrial technician
  • Master, Institute of Management of Technology, National Chiao Tung University
  • Refrigerating Air-conditioning Division, College of Mechanical Electrical Engineering, National Taipei University of Technology
  • Person in Charge, MJ Energy Master
  • Supervisor, Compresses Air Energy Saving Co., Ltd.
  • Supervisor, Sancai Technology Co., Ltd.
  • Consultant of Energy-saving Department and Senior Manager, Gigatek Inc., J-POWER SYSTEM ENGINEERING, Compresses Air Energy Saving, FRMSL, DELTA, TAIRONE, and YC
  • Industrial Technology Research Institute Laboratory Director and Promotion Manager
  • Great United Technicians Firm, Person in Charge
  • Adjunct Lecturer, National Chin-Yi University of Technology and Ming Chi University Of Technology
  • Top 10 Outstanding Engineer Award (Year 1996)
  • Refrigeration and air-conditioning engineer (Senior Examinations)
  • Executive Director, Carl Duisberg Association in Taiwan and TAESCO
Yang, Qian Management administration
  • Doctor of Computer Science, Washington University, USA
  • Master of Computer Science, Georgia Institute of Technology, USA
  • Master of Management Science, National Chiao Tung University
  • Bachelor of Electronics Engineering, National Chiao Tung University
  • Honorary Professor, Institute of Business and Management, National Chiao Tung University
  • Member, Employee Complaint Deliberation Committee, Industrial Technology Research Institute
  • Director, Chia Chang Co., Ltd.
  • Independent Director, ASPEED Technology Inc.
  • Independent Director, Associated Industries China, Inc.
  • Independent Director, Mars Semiconductor Corp.
  • Professor and Dean, Institute of Business and Management, National Chiao Tung University
  • Consultant, Chairman Office, Hon Hai Precision Inc. Co., Ltd.
  • Member, Endowment Fund Committee, National Chiao Tung University
  • Member, Operation Fund Committee, National Chiao Tung University
Yeh, Hui-Hsin Accountant
  • Bachelor Degree in Accounting, Tunghai University
  • Representative, Wei Chin CPAs & Co.
  • Independent Director, Data Image orporation
  • Independent Director, Simula Technology Inc.
  • Director, Wei Xin Financial Consultancy Co., Ltd.
  • Partner CPA, Ernst & Young Global Limited
Huang, Tzu-Pei Lawyer
  • Master, School of Law, National Chiao Tung University
  • Bachelor of Financial Law, College of Law, National Taiwan University
  • Lawyer, Meridian Attorneys-at-Law
  • Consultant lawyer, Taipei City Government
  • Consultant lawyer, Taiwan Union of Nurses Association
  • Consultant lawyer, labor unions of Cheng Hsin General Hospital
  • Arbitrator, Chinese Arbitration Association, Taipei
  • Committee member, Parliament Coordination Committee of Taiwan Bar Association
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