
Functional Committee
Audit Committee
The audit Committee of the Company was established on 2016/07/11.
The Committee shall consist of all the independent directors, four of whom shall be the convenor and at least one of whom shall have expertise in accounting or finance.
The term of office of the independent directors of the Committee shall be three years and may be re-elected. If the number of people who are discharged for some reason is insufficient as mentioned in the preceding paragraph or the articles of association, a by-election shall be held at the latest shareholders' meeting.
If all the independent directors are removed, the Company shall, within 60 days from the date of occurrence, hold an extraordinary meeting of shareholders to elect a by-election.
He term of office of the members of the Audit Committee is from 2024/06/26 to 2027/06/05.
| Title | Name | Major education / experience | Date of appointment | Gende |
|---|---|---|---|---|
| Independent director | Chin Tack Koi | • Department of Accounting, National Taiwan University • Mercuries & Associates Holding, Ltd. VP/ Deputy Spokesperson | 2024/06/26 | Male |
| Independent director | Wu, Li-Lan | • EMBA in Accounting, Tamkang University • Taiwan Industrial Sustainable Development Association Vice Chairman • Representative, ZHI-HUI Enterprise Management Consulting Co., Ltd. | 2024/06/26 | Female |
| Independent director | Lai, Yung-Cheng | • Master of Business Administration (MBA), National Chiao Tung University • BRIGHTV CONSULTING,Senior Business Consultant and Trainer • Independent Director, APLEX TECHNOLOGY INC. | 2024/06/26 | Male |
| Independent director | Chen, Chien-Yuan | • Institute of Economics, National Chengchi University • Director, MGI Excellence & Co., CPAs | 2024/06/26 | Male |
Audit Committee Operation
- Establish or amend the internal control system in accordance with the articles of Association of the Company.
- Review and approve material loans, endorsements or guarantees.
- Evaluate the effectiveness of the internal control system.
- Review the offering, issuance or private placement of marketable securities of equity nature.
- Review major matters stipulated by other companies or competent authorities.
- Review the appointment, removal or remuneration of the certified accountant.。
- Examine matters involving the interests of the directors themselves.
- Review the appointment and removal of finance, accounting or internal audit supervisors.
- Review significant asset or derivative transactions.
- Review quarterly, annual and semi-annual financial reports.
- In accordance with the provisions of the Articles of Association of the Company to establish or amend the acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, endorsing or providing warranties for others significant financial business procedures.
Highlights of the annual work of the Audit Committee are as follows:
Please refer to the Annual reports of the Company or the Open Information Observatory for information on the convening of the Committee and the attendance rate of each member.
- Review of the appointment of the Group General Manager, Chief Technology Officer, Chief Corporate Governance Officer, Chief Accounting Officer, and Principal Accounting Personnel
- Review of the self-assessed financial information for Fiscal Year 2024
- Review of quarterly financial reports, annual financial reports, and semi-annual financial reports
- Review of the 2024 Business Report and Financial Statements
- Review of the appropriation of profits and losses for Fiscal Year 2024
- Review of the Internal Control System Self-Assessment Statement for Fiscal Year 2024
- Review of the appointment and remuneration of the certified public accountants
- Review of Directors’ and Officers’ Liability Insurance coverage
- Review of the transfer of treasury shares to employees
- Review of the loan of funds to GWC Technology Inc. (a wholly owned subsidiary of the Company)
- Review of the loan of funds to Good Way Technology Vietnam Company Limited (a wholly owned sub-subsidiary of the Company)
- Review of the endorsement and guarantee provided by Good Way Technology Vietnam Company Limited for a new credit facility application with Chailease International Financial Services (Singapore) Pte. Ltd.
- Review of the endorsement and guarantee provided by Good Way Technology Vietnam Company Limited for a new credit facility application with Cathay United Bank
- Review of the indirect capital increase in Good Way Technology Vietnam Company Limited, the Company’s investment entity in Vietnam
- Review of the sale of two SMT production lines to the related party Good Way Technology Vietnam Company Limited
- Review of the proposed purchase of automation equipment by the sub-subsidiary Good Way Electronics (Kunshan) Co., Ltd.
- Review of proposed amendments to certain articles of the Company’s Articles of Incorporation
- Review of proposed amendments to the Internal Control System and the Detailed Rules for Internal Audit Implementation
- Review of the Company’s Five-Year Integrated Sustainability Development Strategy
- Review of proposed amendments to the Company’s Sustainable Development Best Practice Principles
- Review of the Internal Audit Plan for Fiscal Year 2026
- Review of the Budget for Fiscal Year 2026
The focus of audit Committee in 2025 is summarized as follows:
Important decision of audit Committee
Remuneration Committee
The remuneration Committee of the Company was established on 2019.10.26.
This Committee shall consist of all the independent directors, four of whom shall be appointed by resolution of the Board of Directors, one of whom shall be the convenor.The term of office of the members of this Committee shall be the same as that of the appointed board of Directors; If there are less than four people who are discharged for some reason, the board of directors shall hold a replacement appointment within three months from the date of occurrence;However, if an independent director is removed and there are no other independent directors, prior to the by-election of independent directors as prescribed by the Company, a person who is not qualified as an independent director may be appointed to the Remuneration Committee and appointed after the by-election of independent directors.
The term of office of the remuneration Committee is from 2024/07/04 to 2027/06/25.
| Title | Name | Major education / experience | Date of appointment | Gende |
|---|---|---|---|---|
| Independent director | Chin Tack Koi | • Department of Accounting, National Taiwan University • Mercuries & Associates Holding, Ltd. VP/ Deputy Spokesperson | 2024/06/26 | Male |
| Independent director | Wu, Li-Lan | • EMBA in Accounting, Tamkang University • Taiwan Industrial Sustainable Development Association Vice Chairman • Representative, ZHI-HUI Enterprise Management Consulting Co., Ltd. | 2024/06/26 | Female |
| Independent director | Lai, Yung-Cheng | • Master of Business Administration (MBA), National Chiao Tung University • BRIGHTV CONSULTING,Senior Business Consultant and Trainer • Independent Director, APLEX TECHNOLOGY INC. | 2024/06/26 | Male |
| Independent director | Chen, Chien-Yuan | • Institute of Economics, National Chengchi University • Director, MGI Excellence & Co., CPAs | 2024/06/26 | Male |
The main points of the annual work of the Remuneration Committee are as follows:
- Review this regulation regularly and put forward revision suggestions.Formulate and regularly review the performance evaluation standards of directors and managers, annual and long-term performance targets, and the policies, systems, standards and structures of remuneration, and disclose the content of performance evaluation standards in the annual report.
- Regularly evaluate the achievement of the performance objectives of the directors and managers of the company, and determine the content and amount of their individual remuneration according to the evaluation results obtained from the performance evaluation standards. The annual report shall disclose the results of individual performance evaluations of directors and managers, as well as the correlation and rationality of the content and amount of individual remuneration with the results of performance evaluations, and shall be reported to the shareholders' meeting.
- To assess the remuneration of directors and managers by taking into account the normal level of the peer group and the reasonableness of their individual performance, business performance and future risks.
For information on the convening of the Committee and the attendance rate of each member, please refer to the Company's Annual reports or the Open Information Observatory.