Corporate Governance

Board of Directors

According to the company’s Article of Incorporation, there are 7 to 9 directors, and the term of office is three years. The election of the directors of the company adopts a candidate nomination system, and the shareholders’ meeting selects candidates from the list of candidates. The company’s board of directors currently has seven seats, of which four are independent directors.

 

The company’s board of directors has set up the following functional committees. Through various committees, each committee actively strengthens the functions of the board of directors to implement corporate governance.

 

(1) To improve the remuneration system of directors and managers of the company, the company established a remuneration committee approved by the board of directors on February 27, 2020, following the Securities and Exchange Act and relevant laws and regulations issued by the competent authority, with four independent directors form a committee.

 

(2) To implement the spirit of corporate governance, after the special shareholders meeting on February 18, 2020, all directors were re-elected, and by the relevant provisions of the Securities and Exchange Act and the Company Act, all independent directors formed the Audit Committee.

 

(3) In addition, under relevant laws and regulations, the company promptly announces important resolutions on the Market Observation Post System after each board meeting, to fully disclose information and protect shareholders’ rights and interests.

 

Performance Evaluation of the Board of Directors

The company has established the “Measures for Performance Evaluation of the Board of Directors,” and the measurement items include:

(1)the degree of participation in the operation of the company,

(2)enhancing the quality of decision-making of the Board of Directors,

(3)composition and structure of the Board of Directors,

(4)election and continuing education of directors,

(5)internal control.

The assessment results are divided into five levels: Outstanding, Good, Satisfactory, Dissatisfactory, and Immediate Improvement.

Audit Committee

According to the Audit Committee Charter of the company, the committee comprises all independent directors, the number of which shall be at least three, one of whom shall be the convener, and at least one shall have accounting or financial expertise.

The independent director in the committee shall serve in the office for three (3) years and be eligible for re-election.; if dismissal for any reason and the number is not enough as stipulated in the preceding paragraph or the Articles of Incorporation, a by-election shall be held at the latest shareholders’ meeting. When dismissal occurs in all independent directors or there is a vacancy, the company shall have a by-election at a special shareholder meeting within 60 days from the date of occurrence of the fact.

Currently, there are four members, all of whom are independent directors. The terms of reference are as follows:

 

1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of material nature.
6. Loans of funds, endorsements, or provision of guarantees of 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 Remuneration.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual and semi-annual financial reports.
11. Other material matters as may be required by this Corporation or by the competent authority.

 

Remuneration Committee

According to the Remuneration Committee Charter of the company, the committee is composed of all independent directors, the number of which shall not be less than three, and one of them shall be the convener. The term of office of independent directors of this committee is the same as that of the appointed board of directors. Suppose the number of people needs to be increased due to dismissal. A board of directors meeting shall be convened within three months from the date of occurrence to make a supplementary appointment.

Currently, there are four members, all of whom are independent directors. The terms of reference are as follows:

1.The remuneration committee shall faithfully perform the following functions and powers with the attention of a good manager and submit the recommendations to the board of directors for discussion.

(1) Regularly review this regulation and propose amendments.

(2) Formulate and regularly review the policies, systems, standards, and structures for performance evaluation and salary of directors and managers.

(3) Regularly evaluate and determine the remuneration of directors and managers.

2.When performing the functions and powers of the preceding paragraph, the remuneration committee shall follow the following principles:

(1) The performance evaluation and remuneration of directors and managers should refer to the standard payment situation of the industry and consider the rationality of the relationship with individual performance, a company’s operating performance, and future risks.

(2) Directors and managers should refrain from engaging in behaviors that exceed the company’s risks in pursuit of remuneration.

(3) Determining the ratio of dividends for the short-term performance of directors and managers and the timing of payment of partial variable remuneration should consider the industry’s characteristics and the nature of the company’s business.

(4) The content and amount of remuneration for directors and managers should consider its rationality, and the determination of compensation for directors and managers should stay consistent with financial performance.

(5) Ensure that the company’s salary and remuneration arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talents.

(6) Members of the committee are not allowed to participate in discussions and votes on their salary and remuneration decisions.

Corporate Governance Officer

The Company has appointed the General Council of Acer, Lydia Wu as a chief corporate governance officer on Nov. 1st, 2022, who taking charging in the corporate

governance affairs as follows:

The main duties and responsibilities:

1. Handling matters relating to Board, functional committees and shareholding meetings according to laws;
2. Taking charge in minutes of Board, functional committees and shareholding meetings, and relevant affairs of the meetings;
3. Assisting in onboarding and continuous development of directors and managers, and providing the necessary information and materials;
4. Assisting directors and managers with legal compliance; and
5. Assisting to accomplish the responsibilities of Board and directors according to laws and the Company’s Article of Incorporation.