Corporate Governance
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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
- Periodically reviewing the “Remuneration Committee Charter” and making recommendations for amendments.
- 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.
- 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 |
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Wang, Mao-Rong |
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Yang, Qian |
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Yeh, Hui-Hsin |
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Huang, Tzu-Pei |
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Related Downloads
No. | item | File download |
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01 | Remuneration Committee Charter | |
02 | Operations of Remuneration Committee in 2023 |
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:
- The adoption of or amendments to the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- 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.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- 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.
- Business report and proposal for earnings distribution or offsetting of deficit.
- Other material matters as may be required by the company or by the competent authority.
Audit Committee’s work of 2023:
- Review the financial reports.
- Assessment of the effectiveness of the internal control system.
- Review the endorsements or guarantees for others.
- Review the subscription of securities.
- 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.
- Review to establish the company’s non-assurance services pre-approval policy.
- Review to approve the contract of the non-assurance services about “Sustainable Organization Reconstruction.”
- Review the personnel reassignment.
- 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 |
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Wang, Mao-Rong | Possess a license of refrigeration and air-conditioning engineer (Senior Examinations) and working experience related to the company’s business |
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Yang, Qian | Have more than five years of work experience as a lecturer in colleges and universities |
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Yeh, Hui-Hsin | Possess an accountant’s license |
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Huang, Tzu-Pei | Possess an attorney’s license |
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Audit Committee Mail : 5536ac@acter.com.tw
Related Downloads
No. | item | File download |
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01 | Audit Committee Charter | |
02 | Resolutions of Audit Committee Meeting |
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.
- Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of independent directors and non-independent directors.
- Planning the composition of the board and each committee, and evaluating the performance of the board.
- Finding, reviewing and nominating candidates for independent directors and non-independent directors.
- Review the establishment and amendment of the relevant regulations for the operation of the board of directors of the company.
- Reviewing the amendment of “Corporate Governance Practical Rules” of the Company.
- 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 |
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Liang, Chin-Li | Corporate governance |
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Wang, Mao-Rong | Industrial technician |
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Yang, Qian | Management administration |
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Yeh, Hui-Hsin | Accountant |
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Huang, Tzu-Pei | Lawyer |
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Related Downloads
No. | item | File download |
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01 | Nominating Committee Charter | |
02 | Resolutions of Nominating Committee Meeting |