Corporate Governance Operation

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Directors' principal experience and education

24th term（2024/5/28 Appointed）

TitleNamePrincipal educationCurrent Position(s)/ExperienceRemark
ChairmanLiu,
Wei-Lung		Department of Law, National Taiwan UniversityCurrent Positions:
Chairman of Taisun Enterprise Co., Ltd.

Chairman of Long Bon International Co., Ltd.

Chairman of Baosheng Investment Co., Ltd.

Director of Taiwan FamilyMart Co., Ltd.

Director of Central Union Oil Corp.

Chairman of Pin-Tai Distribution Enterprise Co., Ltd.

Chairman of Taisun Yuan Co., Ltd.

Director of Rei Ju Construction Co., Ltd.

Director of Taiwan Niko Mart Co., Ltd.

Chairman of Taisun (Cayman) Investment Ltd.


Experience:
Chairman of Lungyen Life Service Corporation
DirectorHan,
Tai-Sheng		Department of Physics, Tamkang UniversityCurrent Positions:
Chairman of Evga Corporation

Director of Taisun Enterprise Co., Ltd.,
DirectorLiu,
Huang-Chi		Master of Laws from the College of Social Sciences, Department of Law, Tunghai UniversityCurrent Positions:
Director of Authenticity Attorneys-at-law

Vice Chairman of Long Bon International Co., Ltd.

Director of ETtoday Co., Ltd.

Director of Eastern Global Co., Ltd.

Director of Eastern Media International Corp.

Director of Sheng-Cheng Corporation Ltd.

Independent Director of Mei Ya Steel Pipe Co., Ltd.

Supervisor of Sanyi Construction Co., Ltd.

Independent Director of Union Insurance Company

Chairman of Wanze Co., Ltd.

Director of Care Pet Bio-Tech Company

Director of Taisun Enterprise Co., Ltd.,

Experience:
Independent Director of CTBC Life Insurance Co., Ltd.

Independent Director of Taiwan Life Insurance Co., Ltd.

Judge at Taiwan High Court

Judge and Presiding Judge at Taipei District Court
DirectorShao,
Ming-Pin		Tung Fang Junior College of IndustryCurrent Positions:
Chairman of Fortune Base Development Co., Ltd.

Director of Long Bon International Co., Ltd.

Chairman of Rei Ju Construction Co., Ltd.

Chairman of the Private Global Funeral Services Beihai Fuzu Cemetery

Representative of all branches of Global Funeral Services Corporation, Ltd.

Chairman of I Feng Investment Co Ltd.

Chairman of Yu Lung Construction Development Co Ltd.

Director of ORIENTAL SUNSTAR Golf Club

Chairman of Water Meworld Co., Ltd.

Chairman of New Taipei City Global Funeral Services Social Welfare Charity Foundation

Director of Global Funeral Services Golf Sports Development Foundation

Chairman of San Chih Tzu An Garden Co Ltd.

Chairman of Lung Fu Real Estate Co Ltd.

Chairman of Lung Hui Development Co Ltd.

Chairman of Ming Hsi Development Co Ltd.

Chairman of Lung Pao Industry Co Ltd.

Chairman of Heng Chuang Industry Co Ltd.

Chairman of Lung Te International Development Co Ltd.

Chairman of Tong Hwa Golf & Country Club

Chairman of Chen Chuang Co Ltd.

Director of Global Funeral Services Corporation, Ltd.

Chairman of Pei Hai Recreation Co Ltd.

Director of Pei Hai Insurance Broker Co Ltd.

Director of Global Funeral Services Pet Co., Ltd.

Director of Taisun Enterprise Co., Ltd.

Experience:
Chief Operating Officer of Global Funeral Services Corporation's Funeral Business Division

General Manager of Chan Yun Enterprise Co., Ltd.

Associate Manager of Chin Pao Shan Group

Director of Taisun Enterprise Co., Ltd.
DirectorWang,
Yen-Chun		Graduated from the Class of 1986 of the Army Academy R.O.C. (AAROC).

Graduated from the Class of 1999 of the Army Command and Staff College, National Defense University.

Graduated from the Class of 2012 of the Advanced Public Policy Program, Institute of Public Affairs, National Sun Yat-sen University.		Current Positions:
Director of Sung Gang Digital Technology CO., Ltd.

Director of Taisun Enterprise Co., Ltd.

Experience:
Chairman of United Geotech Inc.

Director of the Office of the President of the Republic of China (Taiwan), Ninth Term.

Secretary-General of the Lee Teng-hui Foundation.

General Manager of GGP Biotechnology Co. Ltd.
DirectorChan,
Chin-Chia		Master of Business Administration from the California State University, FullertonCurrent Positions:
Chairman of Emperor Love Enterprise CO., Ltd.

Director of Taisun Enterprise Co., Ltd.

Experience:
Vice Chairman of Taisun Enterprise Co., Ltd.

Director of Taisun Enterprise Co., Ltd.

Director of Taisun Enterprise (Zhangzhou) Foods Co., Ltd.

General Manager of JIAN-TAI Co., Ltd.

Deputy General Manager of Pin-Tai Distribution Enterprise Co., Ltd.
Independent Director
Wang,
Tsai-An		Bachelor's degree in Industrial Management Technology from Taiwan University of Science and TechnologyCurrent Positions:
Chairman of Topway Technology Co., Ltd.

Chairman of WÉCLAT Biomedical Inc.

Independent Director of Longbon Inc.

Independent Director of Taisun Enterprise Co., Ltd.

Experience:
General Manager of Jetway Information Co., Ltd.
Independent DirectorHu,
I-Fu		International Trade at Takming University of Science and TechnologyCurrent Positions:
Chairman of AIOS Corp.

Independent Director of Taisun Enterprise Co., Ltd.

Experience:
Supervisor of EVGA Corp.

Director of Enlight Corp.
Independent Director
Chen,
Wei-Yu		Bachelor of International Trade from National Chengchi University

Master of Business Administration from the University of California		Current Positions:
Partner of JYH HER CPAs

Independent Director of GrandTech C.G. Systems Inc.

Independent Director of IKKA Holdings(Cayman) Ltd.

Independent Director of Taisun Enterprise Co., Ltd.,

Experience:
Independent Director of Cheer Time Enterprise Co., Ltd.

Independent Director of Jabon Technology Co., Ltd.

CFO of Taiwan Listed Companies Association

Partner at Deloitte Touche Tohmatsu CPA LLP

General Manager at Deloitte Financial Advisory Services Ltd.

Futures Group, Securities and Futures Bureau, Ministry of Finance

Director of the CABIAB

Director/Secretary-General of the Taiwan Corporate Reorganization Association

Committee Member of the Futures and Options Promotion Group, Taipei Securities Association

Dispute Mediation Committee Member, Chinese National Futures Association

Committee Member of the Education and Training Committee, Financial Planning Association of Taiwan

Lecturer at MAPECT

Lecturer at Taipei Securities Association

Lecturer at Securities and Futures Institute

Lecturer at the Financial Personnel Training Classes

Lecturer at the Training Institute, Ministry of Finance

Lecturer at IIA

Lecturer at Chinese Arbitration Association, Taipei

23rd term（2023/5/31-2024/5/27）

TitleNamePrincipal education ExperienceRemark
ChairmanLiu,
Wei-Lung		Department of Law, National Taiwan UniversityDirector of Taisun Enterprise Co., Ltd.,
Chairman of Long Bon International Co., Ltd.

Chairman of Baosheng Investment Co., Ltd.

Chairman of Lungyen Life Service Corporation

Chairman of Reiju Construction Co Ltd.
DirectorHan,
Tai-Sheng		Department of Physics, Tamkang UniversityDirector of Taisun Enterprise Co., Ltd.,

Chairman of Evga Corporation
DirectorLiu,
Huang-Chi		Master of Laws from the College of Social Sciences, Department of Law, Tunghai UniversityDirector of Authenticity Attorneys-at-law

Independent Director of CTBC Life Insurance Co., Ltd.

Independent Director of Taiwan Life Insurance Co., Ltd.

Judge at Taiwan High Court

Judge and Presiding Judge at Taipei District Court

Director of the Lian Teh Industrial Development Foundation

Chairman of Jing Ping Industrial Co., Ltd.

Independent Director of Chun Yuan Steel Industrial Co., Ltd.
DirectorShao,
Ming-Pin		Tung Fang Junior College of IndustryChairman of Fortune Base Development Co., Ltd.

Director of Long Bon International Co., Ltd.		2024/3/25 reassign
DirectorChen,
Nuo-Hua		University of British Columbia, Canada, Bachelor Degree,Director of Taisun Enterprise Co., Ltd.,

Supervisor of Pin-Tai Distribution Enterprise Co., Ltd.,

Supervisor of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd.,

Chairman and General Manager of Taisun Enterprise (Zhangzhou) Foods Co., Ltd.

Chairman of Hongqiang Co., Ltd.
DirectorFu,
Chen-Hsiang		Rensselaer Polytechnic InstituteGeneral Manager of Taiwan Wax Co., Ltd.

Director of Taisun Enterprise Co., Ltd.
Independent Director
Hsiao,
Sheng-Hsien		Bachelor in Accounting, Department of Business Administration, National Taiwan University

Master of Laws from Soochow University

Doctor of Law from the Institute of Law, University of International Business and Economics (China)		Partner and Director at FOCPA Accounting Firm2024/3/13 resign
Independent Director
Chen,
Wei-Yu		Bachelor of International Trade from National Chengchi University

Master of Business Administration from the University of California		Independent Director of Cheer Time Enterprise Co., Ltd.

Independent Director of Jabon Technology Co., Ltd.

CFO of Taiwan Listed Companies Association

Partner at Deloitte Touche Tohmatsu CPA LLP

General Manager at Deloitte Financial Advisory Services Ltd.

Futures Group, Securities and Futures Bureau, Ministry of Finance

Director of the CABIAB

Director/Secretary-General of the Taiwan Corporate Reorganization Association

Committee Member of the Futures and Options Promotion Group, Taipei Securities Association

Dispute Mediation Committee Member, Chinese National Futures Association

Committee Member of the Education and Training Committee, Financial Planning Association of Taiwan

Lecturer at MAPECT

Lecturer at Taipei Securities Association

Lecturer at Securities and Futures Institute

Lecturer at the Financial Personnel Training Classes

Lecturer at the Training Institute, Ministry of Finance
Independent DirectorHuang,
Hui-Ping		Bachelor of Laws from the Department of Law, National Chung Hsing UniversityArbitrator at the Chinese Arbitration Association, Taipei

Partner Lawyer at Wen Hui Attorneys at Law

Principal Attorney at MH Lawoffice

Junior Partner Lawyer at Formosa Transnational Attorneys at Law

Senior Attorney at Baker McKenzie
Information on the operation of the Board of Directors

The Board of Directors met 15 times during 2023 and up to the publication date of the annual report.
The attendance of directors and supervisors is as follows:

Term

Job title

Name

Actual number of seats (B)

Number of delegates attending

Actual attendance rate(%)
【B/A】

Remarks

23rd term

Chairman

Representative of Baosheng Investment Co., Ltd.:

Wei-Lung Liu

10

0

100%

Took office on May 31, 2023

Director

Representative of Baosheng Investment Co., Ltd.:

Han Tai-Sheng

8

2

80%

Took office on May 31, 2023

Director

Representative of Baosheng Investment Co., Ltd.:

Liu Huang-Chi

10

0

100%

Took office on May 31, 2023

Director

Representative of Baosheng Investment Co., Ltd.:

SHAO,MING-PIN

0

0

/

Took office on March 25, 2024

Director

Representative of Baosheng Investment Co., Ltd.:

Yang Wen-Ching

8

2

80%

Took office on May 31, 2023

Resigned on March 25, 2024

Director

Zhi Deng Investment Co., Ltd.

Representative:

No-Hua Chen

5

1

80%

Volunteered on July 19, 2023

Director

Hongqiang Co., Ltd.

Representative:

Wang Tian-Sheng

0

0

0%

Volunteered on July 19, 2023
and stepped down on August 7,

2023

Director

Hongqiang Co., Ltd.

Representative:

Fu Chen-Hsiang

6

0

100%

Took office on August 7, 2023

Independent Director

Hsiao Sheng-Hsien

10

0

100%

Took office on May 31, 2023

Resigned on March 13, 2024

Independent Director

Chen Wei-Yu

10

0

100%

Took office on May 31, 2023

Independent Director

Huang Hui-Ping

9

0

90%

Took office on May 31, 2023

22nd term

Chairman

Representative of Jing Xun Investment Industrial Corporation Limited:

Chan Ching-Chao

5

0

100%

Stepped down on May 31, 2023

Director

Shen Yang Investment Corporation Limited

Representative:

Chan Yi-Houg

0

0

0%

Stepped down on January 17,

2023

Director

Shen Yang Investment Corporation Limited

Representative:

No-Hua Chen

5

0

100%

Took office on January 17, 2023

Director

Hongqiang Co., Ltd.

Representative:

Hao-Jun Chan

5

0

100%

Stepped down on May 31, 2023

Director

Representative of Long Bon International Co., Ltd.:

Liu Wei-Lung

4

0

80%

Stepped down on May 31, 2023

Director

Representative of Long Bon International Co., Ltd.:

Han Tai-Sheng

4

0

80%

Stepped down on May 31, 2023

Independent Director

Chen Min-Hsun

4

0

80%

Stepped down on May 9, 2023

Independent Director

Li Ming-Hui

5

0

100%

Stepped down on May 31, 2023

Independent Director

Tu Ying-Ta

2

0

100%

Resigned on May 4, 2023

Note: The actual attendance rate (%) is calculated based on the number of Board meetings held during active duty and the number of actual attendance.

Other matters to be recorded:

I. If the operation of the Board of Directors falls into one of the circumstances, the date and duration of the meeting, details of proposals, the opinions of all independent directors and how the Company deals with such opinions:

  1. Matters listed in Article 14-3 of the Securities and Exchange Act: The Company appointed independent directors and established the Audit Committee on April 25, 2016. In accordance with Article 14-5 of the Securities and Exchange Act, the Company is not subject to the provisions of Article 14-3 of the Securities and Exchange Act. Please refer to 47 to 48 of this annual report for important resolutions of the Audit Committee in 2023 and as of the publication date of this annual report.
  2. Except for the preceding matters, any matter resolved by the Board of Directors with an independent director expressing an objection or reservation that has been included in records or stated in writing: Please refer to 86 to 90 of this annual report: In 2023 and as of the publication date of the annual report, important resolutions of the Board of Directors and independent directors’ opinions, and the Company’s handling of independent directors’ opinions:

II. Recusal of the Directors from motions involving their private interest, specify the names of the Directors, the content of the motions, the reason for recusal, and the participation in voting: Please refer to Note 1 on 43 of this annual report.

III. TWSE / TPEx Listed Companies should disclose the evaluation cycle and period, assessment scope, method and evaluation content of the board’s self (or peer) evaluation: Please refer to Note 2 on p.30 of this annual report.

IV. The objective for fortifying the function of the Board in the current year and the most recent year (e.g., setting up an audit committee, improving information transparency, etc.) and the assessment of the status of implementation:

  1. The Company established the Audit Committee on April 25, 2016.
  2. In 2023 and as of the publication date of the annual report, and in accordance with the Company Act, Article 14-3 of Securities and Exchange Act, the Company’s proposals shall be submitted to the audit committee for approval or the resolution of the Board of Directors. After the approval of the audit committee, it is sent to the Board of Directors for resolution and implementation. It is not necessary to submit the proposal approved by the audit committee first, and then directly submit the resolution to the Board of Directors for implementation.
  3. In line with the competent authority’s promotion of the new corporate governance roadmap to effectively perform the functions of the Board of Directors, the 21st and 22nd of the Company’s Board meeting held on March 8, 2021 resolved the motion for setting up a dedicated corporate governance unit and recommendations for a manager. Ms. Li Shu-Hui of the Financial Division was appointed to serve as the current corporate governance manager.
  4. Enhance information transparency:
  • Since 2021, the Company has released all material information announcements in English.
  • Since 2021, the Company uploaded its English annual financial report 16 days before the Shareholders’ Meeting.
  • Since 2021, the Company discloses its English interim financial report within 2 months after the filing of its Chinese interim financial report is due.
  • Starting in 2022, the Company uploads the annual report 18 days before the Shareholders’ Meeting.

Note 1: Recusal of the Directors from motions involving their private interest, specify the names of the Directors, the content of the motions, the reason for recusal, and the participation in voting:

  1. The 12th and 13th meetings of the 22nd Board of Directors on May 5, 2023
    Proposal for the distribution of remuneration to directors for 2022: Chairman Chan Ching-Chao recused himself from the motion due to conflict of interest, and Independent Director Li Ming-Hui served as the acting chair. Regarding the remuneration to directors, the attending directors: Chan Ching-Chao, Chan Hao-Jun, and Chen No-Hua recused themselves from the motion due to conflict of interest. The motion was unanimously approved by all directors present at the meeting at the inquiry of the acting chair; Independent Directors Liu Wei-Lung, Han Tai-Sheng, and Chen Min-Hsun did not participate in the discussion or resolution of this motion.
  2. 4th meeting of the 23rd Board of Directors on July 18, 2023
  • Suggestion on the remuneration of the independent directors of the 23rd term and the remuneration committee members: All three independent directors (Chen Wei-Yu, Hsiao Sheng-Hsien, and Huang Hui-Ping) recused themselves from the discussion and resolution of the motion due to conflict of interest. After consulting with the directors present at the meeting by the chair, the motion was passed.
  • Suggestion on the remuneration of the general directors of the 23rd term: Chairman Liu Wei-Lung recuse himself from the motion due to conflict of interest. The attending directors (Han Tai-Sheng, Liu Huang-Chi and Yang Wen-Ching) recused themselves from the discussion and voting of the motion due to conflict of interest. Considering the recusal principle, this motion was proposed by the human resources unit.
  • In terms of the suggestion on the remuneration to the chairman, after the acting chair Hsiao Sheng-Hsien consulted with directors present at the meeting (Chairman Liu Wei-Lung recused himself from the motion due to conflict of interest) the motion was passed.

      3. 7th meeting of the 23rd Board of Directors on November 13, 2023To entrust the agricultural and animal husbandry
           land  of the Company’s Beidou farm, Changhua County to the Chairman of the Company and appointing an independent
          director to represent the land-related registration matters: Chairman Liu Wei-Lung recused himself from the discussion
          of the motion due to conflict of interest. Independent Director Chen Wei-Yu served as the acting chair. After consulting
          with the directors present at the meeting by the acting chair, the motion was passed.

      4. 9th meeting of the Board of Directors of the 23rd term on January 23, 2024
            Suggestion on year-end bonuses and distribution to managers for 2023: Deputy General Manager Li Shu-Hui, Audit
            Supervisor Liu Ssu-Pei, and Head of Management Hsiao Kai-Tse recused themselves from the meeting. The Head of HR
            Peng Pi-Chen made a report and was approved by all attending directors. The motion was passed as proposed.

The implementation of the evaluation by the Board of Directors

Evaluation cycle

Evaluation period

(Note 3)

Evaluation scope

Evaluation method

Evaluation content

Evaluation result

Once a year

2023/5/31

–

2023/12/31

Board of Directors

Self-evaluation of the Board of Directors

Covering five major aspects:

  1. Degree of participation in the Company’s operations
  2. Improvements in the quality of board decisions
  3. Composition and structure of the Board of Directors
  4. Selection and continuing education of directors
  5. Internal controls
  1. Overall evaluation results:
    In 2023, the Board of
    Directors, the internal
    self-evaluation of the
    Board members and the
    self-evaluation of the
    Functional Committees
    (including the Audit
    Committee and the
    Remuneration Committee),
    except for the
    performance evaluation
    result of the Board of
    Directors being “meeting
    the standard”, the
    performance evaluation
    results of the internal
    self-evaluation of the
    Board members and the
    self-evaluation of the
    Functional Committees
    were “excellent”.
  2. Most of the directors of
    this term have professional
    backgrounds in law, finance,
    operations management,
    etc., and have professional
    abilities in operations
    management, professional
    legal knowledge, crisis
    management, finance and
    economics, and
    international
    market outlook,
    demonstrating the
    effectiveness of
    diversification and
    complementarity.
  3. In the future, the corporate
    governance unit will seek
    assistance and information
    from external professional
    institutions in accordance
    with the Company’s Board
    Performance Evaluation
    Methods to enhance the
    operation of the Board of
    Directors.
  4. The evaluation results
    were submitted to the
    Board of Directors on
    March 12, 2024.

2023/5/31

–

2023/12/31

Individual Board Member

Self-evaluation of individual board members

Covering six major aspects:

  1. Mastery of company goals and tasks
  2. Awareness of directors’ duties
  3. Degree of participation in the Company’s operations
  4. Internal relationship management and communication
  5. Professional and continuous education of directors
  6. Internal controls

2023/6/16

–

2023/12/31

Audit Committee

Self-evaluation of Audit Committee

Covering five major aspects:

  1. Degree of participation in the Company’s operations
  2. Recognition of the responsibilities of functional committees
  3. Improvement in the decision-making quality of the Audit Committee
  4. Composition of the functional committees and election of their members
  5. Internal controls

2023/7/10

–

2023/12/31

Compensation Committee

Self-evaluation of Remuneration Committee

Note 1: The Board of Directors of the Company passed the “Board Performance Evaluation Methods” on February 27, 2020, stipulating that the Board of Directors shall perform internal evaluations at least once a year with regard to the performance evaluation of the Board of Directors, directors, audit committee and Remuneration Committee. The internal performance evaluation results shall be completed before the end of the first quarter of the following year.

Note 2: The evaluation execution method and evaluation execution is the responsibility of the Agenda Working Group. Using internal questionnaires focusing on directors’ evaluation of the operation of the Board of Directors, directors’ evaluation of their own participation, the Audit Committee’s evaluation of committee operations, and the Compensation Committee’s evaluation of committee operation. The Company’s Agenda Working Group will analyze the previous measures, report the results to the Board of Directors, and propose ways to strengthen and improve the director’s suggestions.

Note 3: The Company re-elected all directors on 2022/5/31, and the 23rd Board of Directors was inaugurated on 2023/5/31; the 4th Remuneration Committee held its 1st meeting on 2023/6/16.

Important resolutions of the 2023 shareholders meeting

Date

Meeting type

Important resolutions

Implementation status

2023/6/30

Shareholders’ Meeting
  1. Motion for 2022 business report and financial statements.
  2. Acknowledgment of the 2022 earnings distribution.
  1. Relevant forms have been submitted to the competent authority for inspection and announcement in accordance with Company Act and other relevant laws and regulations.
  2. The Company’s net profit after tax in 2022 was NTD 5,918,494,861, and cash dividends per share of NTD 0.56 per share were distributed according to the resolution adopted at the shareholders’ meeting. The ex-dividend date was set on July 10, 2023, and the payment was fully completed on July 17, 2022.

2023/5/31

2nd Extraordinary general meeting
  1. Motion for full re-election of directors (including independent directors).
  2. Motion for release of restrictions on competing behaviors of new directors (including independent directors) and their representatives.
  1. The elected directors and independent directors were approved for registration by the Ministry of Economic Affairs on July 21, 2023.
  2. Effective after the resolution of the shareholders meeting.
Important resolutions of the Board of Directors in 2024
Date Term Important resolutions
2024/6/25

24th term

4th session
  1. Remuneration proposal for the 24th term of independent directors and the 7th term of
    remuneration committee
  2. Remuneration Proposal for the 24th General Directors
  3. Passed the motion for the Chairman’s remuneration proposal
  4. Passed the motion for the Appointment of Chief Technology Officer of Production Business Group
  5. Passed the motion for the Appointment of Deputy General Manager of Bulk Business Division
  6. Passed the motion for the Senior executive remuneration proposal
  7. Passed the motion for the Special bonus proposal for senior executives
2024/6/11

24th term

3rd session

Appointment of members of the Salary and Remuneration Committee
2024/5/28

24th term

2nd session

Passed the motion for the Selection of Chairman
2024/5/13

24th term

1st session

(Temporary)

Passed the motion for the consolidated financial statement for the first quarter of 2024
2024/4/11

23rd term

11th session

Review of the list of candidates for the company’s 24th term of directors (including independent directors) and removal of new directors (including independent directors) and their representatives
from the competition
2024/3/12

23rd term

10th session
  1. 2023 Total Employee Remuneration and Directors’ Remuneration Distribution Case
  2. Passed the motion for the Company’s 2023 business report and financial statements.
  3. Passed the motion for the Company’s 2023 profit distribution table
  4. The Company’s 2023 “Internal Control System Statement”
  5. Appointment and remuneration case of our company’s certified accountant
  6. Formulate the general principles for the company’s pre-approved non-confidential service policy
  7. Revision of some provisions of the company’s “Operational Procedures for Handling Requests from Directors”
  8. Passed the motion for the financing facility from the Land Bank (ChangAn Branch)
  9. Plan to comprehensively re-elect directors at regular shareholders’ meeting
  10. Passed the motion for the 2024 Annual General Meeting of Shareholders Accepting Shareholder Proposals
  11. Appointment of Chief Operating Officer of Consumer Business Group
  12. Appointment case of the product research director of the product research business group
2024/1/23

23rd term

9th session
  1. Passed the motion for the financing facility from the Taiwan Bank (Taichung Branch)
  2. Passed the motion for the financing facility from the Taipei Fubon Bank
  3. 2023 Year-end bonus and the manager distribution proposals
  4. Appointment case of chief executive of administrative business group
  5. Appointment of general manager of Taisun Enterprise (Zhangzhou) Food Co., Ltd.
Important resolutions of the Board of Directors in 2023
Date Term Important resolutions
2023/12/21 23rd term

8th session
  1. Passed the motion for the Company’s 2024 audit plan.
  2. Passed the motion for the Company’s 2024 annual budget report.
  3. Passed the motion for the financing facility from the Banxin Bank
  4. Passed the motion for the financing facility from the UBOT Bank
  5. Passed the motion for the financing facility from the BOK Bank
  6. Passed the motion for the appointment of the audit supervisor.
  7. Passed the motion for the appointment of the Technical Chief of Production Business Group.
2023/11/13 23rd term

7th session
  1. Passed the motion for the Company’s financial statements for Q3 2023
  2. Passed the motion for the Company’s 2023 Q3 profit distribution table.
  3. Passed the motion for the financing facility from the TAICHUNG Bank
  4. Passed the motion for the financing facility from the E.Sun Bank.
  5. Passed the motion for the Case of reassignment of director representative of subsidiary (PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD.)
  6. It is planned to trust the farming and grazing lands of the company’s Beidou Ranch in Changhua to the chairman. And appoint an independent director as a representative to handle land-related registration matters.
  7. Passed the motion for the Accounting supervisor change case.
2023/8/24 23rd term

6th session
  1. Passed the motion filed a lawsuit to against JKO FinTech Co., Ltd. for the return of investment funds of the company.
  2. Passed the motion for chief of staff appointment of the company.
  3. Passed the motion for appointment of Deputy General Manager of Marketing of the Company.
2023/8/11 23rd term

5th session
  1. Passed the motion for the Company’s financial statements for Q2 2023.
  2. Passed the motion for the Company’s 2023 Q2 profit distribution table.
  3. Passed the motion for the the reassignment of the representatives of the directors and supervisors of TAISUN (Cayman), a subsidiary of the company, and Innovation Logistics (Shares) Co., Ltd.
  4. Passed the motion for the financing facility from the SinoPac Bank.
2023/7/18 23rd term

4th session
  1. Passed the motion for appointment and remuneration of the company’s CPA.
  2. Passed the motion for the remuneration proposal of the 23rd session of independent directors and the 6th session of the remuneration committee of the company.
2023/7/10 23rd term

3rd session
  1. Passed the motion for the company’s appointment of members of the remuneration committee.
  2. Passed the motion for the changing the head of corporate governance of the company.
  3. Passed the motion for the the change of the company’s spokesperson.
2023/6/16 23rd term

2nd session
  1. Passed the motion for the 2022 annual surplus distribution proposal.
  2. Passed the motion for the appointment of the company’s chief financial officer.
2023/6/8 23rd term

1st session

Passed the motion for the election of the chairman of the company
2023/5/5 22nd term

13th session
  1. Passed the motion for the 2023 Annual General Meeting of Shareholders Accepting Shareholder Proposals.
  2. Passed the motion for the Company’s 2022 profit distribution table.
  3. Passed the motion for the consolidated financial statement for the first quarter of 2023.
  4. Passed the motion for the Company’s 2023 Q1 profit distribution table.
  5. Passed the motion for the 2022 investment cycle internal control system project review case.

2023/4/20
(2023/5/5
Continuation meeting)

 22nd term

12th meeting
  1. Passed the motion for the 2022 appointed manager employee compensation proposal.
  2. Passed the motion for the 2022 director remuneration proposal.
  3. Passed the motion for the corporate governance executive remuneration proposal.
  4. Passed the motion for the proposal on compensation for the company’s audit supervisor.
  5. Passed the motion for the equity investment case.
  6. Passed the motion for the case of building an additional for the packaging water plant.

2023/3/31

 22nd term

11th meeting
  1. Passed the motion for remuneration distribution to employees for 2022.
  2. Passed the motion for the establishment of the Company’s 2022 distribution of remuneration to directors.
  3. Passed the motion for the Company’s 2022 business report and financial statements.
  4. The transfer case between the audit supervisor and the corporate governance supervisor.
  5. Passed the motion for the self-assessment result of the Company’s internal control.
  6. It is planned to formulate the general principles of the company’s pre-approval non-confirmation service policy.

2023/3/15

 22nd term

10th meeting
  1. Passed the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders.
  2. Passed the motion for the financing facility.
Important resolutions of the Board of Directors in 2022
Date Term Important resolutions
2022/12/23 22nd term

9th session
  1. Passed the motion for the Company’s 2023 business plan.
  2. Passed the motion for the Company’s 2023 audit plan.
  3. Passed the motion for 2022 year-end bonus for appointed managers.
  4. Passed the motion for the bonus of Company’s General Manager’s Performance Proposal
  5. Passed the motion for the financing facility from the Banks.
2022/12/2 22nd term

8th session
  1. Passed the motion for the Company’s capital expenditure resolution.
  2. Passed the motion for the disposal of the company’s investment in securities.
2022/11/10 22nd  term

7th session
  1. Passed the motion for the Company’s financial statements for Q3 2022
  2. Passed the motion for the Company’s 2022 Q3 profit distribution table.
  3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount.
  4. Passed the motion for the amendments to the Internal Material Information Processing Operations Rules .
  5. Passed the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
  6. Passed the motion for the financing facility from Far Eastern International Bank.
2022/8/11 22nd term

6th session
  1. Passed the motion for the Company’s financial statements for Q2 2022
  2. Passed the motion for the Company’s 2022 Q2 profit distribution table.
  3. Passed the motion for the financing facility from Bank of Taiwan Taichung Branch.
2022/5/10 22nd term

5th session
  1. Passed the motion for the Company’s financial statements for Q1 2022
  2. Passed the motion for the Company’s 2022 Q1 profit distribution table.
  3. Passed the motion for the Compensation Committee to recommend the 2021 distribution of remuneration to directors.
  4. Passed the motion for the Compensation Committee’s recommendations for 2021employee remuneration distribution for managers.
  5. Passed the motion for remuneration to the vice general manager.
  6. Passed the motion for the amendments to the Corporate Social Responsibility Rules.
  7. Passed the motion for the financing facility from the Mega Bank Zhongxiao branch.
2022/3/25 22nd term

4th session
  1. Passed the motion for the Company’s 2021 business report and financial statements.
  2. Passed the motion for the Company’s 2021 profit distribution table.
  3. Passed the motion for the self-assessment result of the Company’s internal control.
  4. Passed the motion for the amendments to the Company’s Procedures of the Acquisition or Disposal of Assets.
  5. Passed the motion for the amendment to the Company’s Preparation Process Management Measures for Financial Statements
  6. Passed the motion for the financing facility from DBS Bank Taiwan.
2022/2/25 22nd term

3rd session
  1. Passed the motion for matters in relation to the Company’s 2022 Annual Meeting of Shareholders.
  2. Passed the motion for remuneration to the independent directors of the 22nd Board.
  3. Passed the motion for remuneration to the members of the Compensation Committee of the 5th term.
  4. Passed the motion for remuneration to the members of the 22nd Board.
  5. Passed the motion for remuneration to the general manager.
  6. Passed the motion for remuneration distribution to employees for 2021.
  7. Passed the motion for the establishment of the Company’s 2021 distribution of remuneration to directors.
  8. Passed the motion for the financing facility from financial institutions. including Hua Nan Commercial Bank, etc.
2022/1/25 22nd term

2nd meeting
  1. Passed the motion for the appointment of the Compensation Committee members.
  2. Passed the motion for recognition of the personnel change of vice general manager.
  3. Passed the motion for submission of the personnel change of the spokesperson and acting spokesperson.
  4. Passed the motion for submission of the accounting supervisor change.
  5. Passed the motion for re-assignment of the representative of Taisun (Cayman) Investment Ltd.
Important resolutions of the Board of Directors in 2021
2021/12/16 22nd term

1st meeting

(unscheduled meeting)
  1. Passed the motion for the election of the Company’s chairman.
  2. Passed the motion for the election of the Company’s vice chairman.
  3. Questions and Motions
  4. Passed the motion for the appointment of the Company’s general manager.
  5. Passed the motion to authorize the Company’s original representative Chan Yi-Houg to perform business on behalf of the Company during the
  6. Transitional period of change of registration and change of the Company’s seal of the representative at the financial institution.
2021/12/09 21st term

32nd meeting
  1. Passed the motion for the Company’s 2022 business plan.
  2. Passed the motion for the Company’s 2022 audit plan.
  3. Passed the motion for the 2021 year-end bonus for appointed managers.
  4. Passed the motion for the amendment to the Company’s Related Party Transaction Measures.
  5. Passed the motion for fees of CPAs.
  6. Passed the motion for the financing facility from Taipei Fubon Bank.
2021/11/18 21st term

31st meeting
  1. Passed the motion for review of the candidate list of directors (including independent directors) of the 22nd Board.
  2. Passed the motion for the disposal of investment in equity in marketable securities.
2021/11/09 21st term

30th meeting
  1. Passed the motion for the Company’s financial statements for Q3 2021
  2. Passed the motion for the financing facility from Kaohsiung Bank Taipei Branch.
2021/10/28 21st term

29th meeting
  1. Passed the motion for recommendations and review of the candidate list of directors (including independent directors).
2021/10/20 21st term

28th meeting
  1. Passed the motion for the amendment to the Company’s “Articles of Incorporation”.
  2. Passed the motion for the election of directors (including independent directors).
  3. Passed the motion for removal of the non-compete clause for newly elected directors (including independent directors) and their representatives.
  4. Passed the motion for the first extraordinary general meeting-related matters in 2021.
2021/09/03 21st term

27th meeting
  1. Passed the motion for the Company’s distribution of the 2020 cash dividend-related matters.
2021/08/10 21st term

26th meeting
  1. Passed the motion for the Company’s financial statements for Q2 2021
  2. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount.
  3. Passed the motion for the financing facility from Bank of Taiwan Taichung Branch.
2021/07/23 21st term

25th meeting
  1. Passed the motion for changing the date of the Company’s 2021 Annual Meeting of Shareholders.
  2. Passed the motion for the financing facility from Hua Nan Bank Savings Branch.
2021/05/11 21st term

24th meeting
  1. Passed the motion for the Compensation Committee to recommend the 2020 distribution of remuneration to directors.
  2. Passed the motion for the Compensation Committee’s recommendations for employee remuneration distribution for managers.
  3. Passed the motion for the Compensation Committee’s recommendations for remuneration to newly appointed corporate governance manager.
  4. Passed the motion for the financing facility from the First Bank Nanjing East Road branch.
2021/03/25 21st term

23rd meeting
  1. Passed the motion for the Company’s 2020 distribution of remuneration to employees.
  2. Passed the motion for the Company’s 2020 distribution of remuneration to directors.
  3. Passed the motion for the 2020 business report and financial statements.
  4. Passed the motion for the 2020 profit distribution table.
  5. Passed the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
  6. Passed the motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors.
  7. Passed the motion for the amendments to the Company’s Audit Committee Charter.
  8. Passed the motion for the amendments to the Company’s Compensation Committee Charter
  9. Passed the motion for the self-assessment result of the Company’s internal control.
  10. Passed the motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs.
  11. Passed the motion for the financing facility from Taiwan Cooperative Bank Xinyi Branch.
2021/03/08 21st term

22nd meeting
  1. Passed the motion for the amendments to the Company’s Rules of Procedure for Shareholders Meetings.
  2. Passed the motion for the amendments to the Company’s Methods for the Election of Directors.
  3. Passed the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders.
  4. Passed the motion for the establishment of a dedicated corporate governance unit and manager.
2021/01/27 21st term

21st meeting
  1. Passed the motion for 2020 year-end bonus for appointed managers.
  2. Passed the motion for the suggestions on salary adjustment.
  3. Passed the motion for the financing facility from the First Bank Nanjing East Road branch.

Date

 Term

Important resolutions
The annual work focus of the audit committee

The audit committee aims to assist the Board of Directors in fulfilling its supervisory duties on the effectiveness of the internal monitoring mechanism, and is responsible for the tasks entrusted to it by the Company Act, the Securities and Exchange Act and other relevant laws and regulations, and for implementing the quality and integrity of accounting, auditing, financial reporting processes, and financial control. Since 2016, the Company’s Audit Committee is made of all three independent directors, and a committee meeting is held at least once a quarter.

The audit committee’s powers and considerations mainly include:

  1. Establishing or amending the internal control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Act.
  2. Evaluating the effectiveness of the internal control system.
  3. In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, to stipulate or amend the procedures for acquiring or disposing of assets, engaging in derivatives transactions, making loans to others, endorsing or providing guarantees for others, and procedure for major financial operations.
  4. Matters involving directors’ own matters of interest.
  5. Transactions of major assets or derivatives.
  6. Significant capital loans, endorsements, or guarantees.
  7. Raising, issuing, or private placement of equity securities.
  8. Appointment, dismissal, or remuneration of certified public accountants.
  9. Assessment of qualifications and independence of certified public accountants.
  10. Appointment and removal of financial, accounting, or internal audit supervisors.
  11. Financial reports for Q1, Q2 and Q3 and the annual financial reports signed or sealed by the Chairman, managers and Accounting Supervisor.
  12. Self-evaluation questionnaires for audit committee performance evaluations.
  13. Other important matters specified by the Company or the competent authority.

Reviews of financial reports

The Board of Directors prepared the Company’s 2023 annual business report, financial statements, and earnings distribution proposals, among which the financial statements were verified by CPAs of EY Taiwan, with a verification report issued. The above-mentioned business reports, financial statements, and profit distribution proposal have been checked by the audit committee and it was found that there are no discrepancies.

Assess the effectiveness of the internal control system

The Audit Committee evaluates the effectiveness of the Company’s internal control system policies and procedures (including control measures such as finance, operation, risk management, information security, outsourcing, compliance with laws and regulations). Furthermore, it reviews the Company’s audit department, certified accountants, and management’s regular reports, including risk management and compliance. With reference to the “Internal Control – Integrated Framework” published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee found the Company’s risk management and internal control systems to be effective. The Company has adopted the necessary control mechanisms to monitor and correct violations.

Appointment of a certified public accountant

The audit committee is assigned the responsibility of supervising the independence of the certified public accounting firm to ensure the fairness of the financial statements.

On July 18, 2023, the Company’s Audit Committee and Board of Directors’ meeting reviewed and approved the appointment of CPAs. On the same day, it was assessed that both Lin Su-Wen and Yang Chi-Hui, CPAs of EY Taiwan, met the independence evaluation standards and were qualified to serve as the Company’s CPAs for financial and tax matters.

Information on the operations of the audit committee

Until Jun. 2024, the Audit Committee met 3 times (A), and the attendance of independent directors is as follows:

Term

Job title

Name

Actual attendance (B)

Number of delegates attending

Actual attendance rate (%)

(Ｂ/Ａ)

 

5th term

 

Independent Director

Wang, Tsai-An

2

0

100%

Independent Director

Hu, I-Fu

2

0

100%

Independent Director

Chen, Wei-Yu

2

0

100%

4th term

Independent Director

Hsiao, Sheng-Hsien

(2024/3/13 resign)

1

0

100%

Independent Director

Chen, Wei-Yu

1

0

100%

Independent Director

Huang, Hui-Ping

1

0

100%

Other matters to be recorded:

  1. For Audit Committee meetings that meet any of the following descriptions, state the date and session of the Audit Committee meeting held, the discussed topics, the content of the objections, reservations or material recommendations on independent directors, the Audit Committee’s resolution, and how the company has responded to Audit Committee’s opinions.
    • Matters listed in Article 14-5 of the Securities and Exchange Act.
    • Further to the aforementioned matters, motions rejected by the Auditing Committee but passed by the Board at the consent of more than two-third of the Directors.
      For the above (I) and (II), please refer to pages 47 to 48 of  2023 annual report, important resolutions of the Audit Committee in 2023 and as of the publication date of this annual report.
  2. For avoidance of conflict of interest by independent directors, the name of independent directors, details of proposals, reasons for avoidance and voting results shall be stated: None.
  3. The communication between the independent director and the internal audit supervisor and the CPAs (materiality, means, and result of communication on the financial position and operation of the Company should be covered):
    • Communication principle: The Company’s internal audit supervisor shall convene a separate meeting with the independent directors at least once a year, and regularly reports the audits to the members during the Audit Committee meeting, communicates the audit report results, and tracks the implementation of the report.
    • Communication status: The independent directors of the Company have good communication with each other regarding the performance of the audit.
    • The communication between independent directors and the internal audit supervisor in 2023 is summarized as follows:

Date

Communication meeting

Communication matters

Communicate results

2023/12/21

Audit Committee

Review of the motion for 2024 audit plan

No comments at this meeting

Reported to the board of directors for resolution

2023/11/13

Audit Committee

Reported the results of audits for Q3

No comments at this meeting

Reported to the Board of Directors

2023/7/18

Audit Committee

1.  Reported the results of audits for Q1 and Q2

2.  Report on the improvement of irregularities in 2022

No comments at this meeting

Reported to the Board of Directors

2023/5/5

Audit Committee

2022 project review report of the investment cycle internal control system

This motion, with consent of at least one-half of all members of the Audit Committee, was submitted to the Board of Directors for resolution.

2023/3/31

Audit Committee

1.   Tracking report of the audit results for Q4 2022

2.  Motion for review of the Company’s internal control
      self-evaluation results.

No comments at this meeting

Reported to the board of directors for resolution
  • The Company submits the results of financial statements reviewed or audited by the CPAs to the Audit Committee and arranges for communication between the CPAs and independent directors at least once a year.
    The communication between independent directors and accountants is summarized as follows:
Date Communication matters Communicate results
2023/8/11
  1. Communication with corporate governance units and management
  2. Updates of Securities and Exchange Act
 No comments at this meeting
Important resolutions of the audit committee in 2024
Date Term Important resolutions
2024/6/25 The 2nd meeting of the 5th Committee

Review of the 2023 Audit work report from January to April
2024/6/11 The 1st meeting of the 5th Committee

Election for the convenor and meeting chairperson of the 5th Audit Committee of the Company
2024/3/12 The 7th meeting of the 4th Committee
  1. Review of the the motion for 2023 Business reports and Financial statements
  2. Review of the the motion for the Company’s 2023profit distribution table
  3. Review of the the motion for the company’s 2023 “Internal Control System Statement”
  4. Review of the the motion for the appointment and remuneration case of the company’s certified accountant”
  5. Formulate foe the general principles for the company’s pre-approval of non-trusted service policies
Important resolutions of the audit committee in 2023
Date Term Important resolutions
2023/12/21 The 6th meeting of the 4th Committee
  1. Passed the motion for the Company’s 2024 audit plan.
  2. Appointment of Audit Superviso
2023/12/4 The 5th meeting of the 4th Committee
  1. The Intellectual Property and Commercial Court’s 2023 Case No. 16 : Between the company and LongBon International Co.,Ltd. confirmed that the board of directors’ resolution was invalid. And other cases where the legal agent was the same, resulting in agency issues for both parties. In accordance with Article 14-4 of the Securities and Exchange Act, it is proposed that the Audit Committee shall elect a member to serve as the company’s legal representative in the litigation case.
  2. The company plans to file a criminal prosecution against current director Chan Hao-Jun for Breach of trust, Violation of the Securities and Exchange Act and other crimes.
2023/11/13 The 4th meeting of the 4th Committee
  1. Review of the the motion for the Company’s financial statements for Q3 2023
  2. Review of the the motion for the Company’s 2023 Q3 profit distribution table.
  3. Review of the the motion for Planned to entrust the chairman to register the agricultural with the farming and grazing lands acquired by the company more than ten years ago. And appoint an independent director as a representative to handle land-related registration matters.
  4. Review of the the motion for the Accounting supervisor change case.
2023/8/11 The 3rd meeting of the 4th Committee

  1. Review of the the motion for the Company’s financial statements for Q2 2023.

  2. Review of the the motion for the Company’s 2023 Q2 profit distribution table.
2023/7/18 The 2nd meeting of the 4th Committee

  1. Review of the the motion for the implementation of the audit business in the first quarter and the second quarter of 2023 and the report on the improvement of abnormal matters in 2022.

  2. Review of the the motion for the appointment and remuneration of the company’s CPA.
2023/6/16 The 1st meeting of the 4th Committee

  1. Election of the convener and chairman of the 4th audit committee of the company.

  2. Review of the appointment of the company’s chief financial officer.
2023/5/5 The 11th meeting of the 3rd Committee

  1. Review of the the motion for the Company’s financial statements for Q1 2023.

  2. Review of the the motion for the Company’s 2023 Q1 profit distribution table.

  3. Review of the the motion for the 2022 investment cycle internal control system project review case.
2023/4/20
-Case 1

(2023/5/5
Continuation meeting-Case 2+3)

 The 10th meeting of the 3rd Committee

  1. Drafted the company’s 2022 surplus distribution plan.

  2. Review equity investment cases.

  3. Reviewing the case of adding a packaging water plant.
2023/3/31 The 9th meeting of the 3rd Committee

  1. Approved the change of the convener of the audit committee.

  2. Review Business reports and Financial statements.

  3. Passed the case of changing the audit supervisor.

  4. Review of pre-approved non-confirmed service policy proposals.

  5. Review of internal control self-assessment results case.
Important resolutions of the audit committee in 2022
Date Term Important resolutions
2022/12/23 The 8th meeting of the 3rd Committee
  1. Passed the motion for the Company’s 2023 audit plan.
2022/12/02 The 7th meeting of the 3rd Committee
  1. Review of the motion for the disposal of the company’s investment in securities.
2022/11/10 The 6th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q3 2022.
  2. Discussion for the Company’s 2022 Q3 profit distribution table.
  3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount..
2022/08/11 The 5th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q2 2022.
  2. Discussion for the Company’s 2022 Q2 profit distribution table.
2022/05/10 The 4th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q1 2022.
  2. Discussion for the Company’s 2022 Q1 profit distribution table.
2022/03/25 The 3rd meeting of the 3rd Committee
  1. Tracking report of the audit results for the Q4 2021
  2. Report of 2021 annual CPA independence and competency evaluation
  3. Motion for the review of the Company’s 2021 business report and financial statements
  4. Motion for the Company’s 2021 profit distribution table
  5. Motion for the review of the Company’s internal control self-evaluation results
  6. Motion for the amendment to the Company’s Procedures of the Acquisition or Disposal of Assets
2022/01/25 The 2nd meeting of the 3rd Committee
  1. Motion to report the change of head of accounting
2021/12/16 The 1st meeting of the 3rd Committee
(unscheduled meeting)
  1. Motion for the election of the convener of the 3rd Committee
Important resolutions of the audit committee in 2021
Audit Committee Proposal content Resolution result The Company’s handling of the audit committee’s opinions
2021/12/16

The 1st meeting of the 3rd Committee

(unscheduled meeting)

 Motion for the election of the convener of the 3rd Committee After consulting with the members present at the meeting, Chen Min-Hsun was elected as the convener of this term of Audit Committee.
2021/12/09

The 19th meeting of the 2nd Committee

 1.    Motion for the Company’s 2022 business plan

2.    Motion for the Company’s 2022 audit plan

Motion for fees of CPAs

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/11/09

The 18th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q3 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q3, 2021

Review of the Company’s financial statements for Q1 2021.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/08/10

The 17th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q2 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q2, 2021

Review of the Company’s financial statements for Q2 2021

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/05/11

The 16th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q1 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q1, 2021

Review of the Company’s financial statements for Q1 2021.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/03/25

The 15th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q4 2021

2.    Accountant financial independence assessment report

3.    Analysis reports of aging of accounts receivable and significant amounts

4.    Review of the Company’s 2020 business report and financial statements and earnings distribution table

5.    Motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors

6.    Motion for the amendments to the Company’s Audit Committee Charter

7.    Motion for the review of the Company’s internal control self-evaluation results

8.    Motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
Information on the function of the Compensation Committee
  1. There are 3 members in the 6th Compensation Committee. Term of office: From July 10, 2023 to May 27, 2024.
  2. There are 3 members in the 7th Compensation Committee.
    The terms of the current members: From July 11, 2024 to May 27, 2027;  2023 to June 2024, the Compensation Committee met 9 times (A).
    The qualifications and attendance of the members are as follows:
Term Job title Name Actual attendance (B) Number of delegates attending Actual attendance rate (%)

(Ｂ/Ａ)
7th term Independent Director Wang, Tsai-An 2 0 100%
Independent Director Chen, Wei-Yu 2 0 100%
Independent Director Hu, I-Fu 2 0 100%
6th term Independent Director Hsiao, Sheng-Hsien
(2024/3/13 resign)		 7 0 100%
Independent Director

Chen, Wei-Yu
(2024/5/27 Stepped down)

 7 0 100%
Independent Director

Huang, Hui-Ping
(2024/5/27 Stepped down)

 7 0 100%

Other matters to be recorded:

  1. If the Board of Directors disapproves or amends the recommendations from the Compensation Committee, it shall state the date and duration of the meeting of the Board of Directors, details of proposals, the results of the resolutions of the Board of Directors and how the Company deals with the opinions of the Compensation Committee (if the salary and remuneration approved by the Board of Directors are higher than such amount recommended by the Compensation Committee, the Board of Directors shall state the difference and the reasons): Please refer to annual report.
  2. If a specific member of the Compensation Committee has adverse or qualified opinions on the resolutions of the Compensation Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: Please refer to annual report.

If the Board of Directors does not adopt or amend the suggestions of the Remuneration Committee: The date and session of the Board of Directors, the content of the motion, the resolution of the Board of Directors and the Company’s handling of the Remuneration Committee’s opinions shall be disclosed:

Date/Meeting

Proposal content

Resolution result

The Company’s handling of the opinions of the Remuneration Committee

2024/1/23

9th meeting of the 23rd term

Motion for 2023 year-end bonus and distribution to managers

After consulting with the directors present at the meeting,

the motion was passed as proposed.

To be handled in accordance with the amendments
Compensation Committee's powers
  1. The functions of the Company’s Compensation Committee are based on the attention of good managers, evaluating the remuneration policies and systems of directors, independent directors and managers of the Company, and meeting at least twice a year. Furthermore, it may hold meetings at any time as needed to make recommendations to the Board of Directors for its decision-making reference.
  2. The powers of the Company’s Compensation Committee
  • Periodically review the Compensation Committee Charter and propose amendments.
  • Formulate and regularly review the Company’s directors, independent directors and managers’ annual and long-term performance targets and remuneration policies, systems, standards, and structures.
  • Regularly evaluate the achievement of the performance targets of the directors, independent directors, and managers of the Company, and evaluate and set the content and amounts of their individual salaries.

3. When performing the official powers, the Compensation Committee shall follow the principles listed below:

  • Ensuring that the remuneration arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  • The performance evaluation and remuneration of directors, independent directors and managers should refer to the usual level of payment in the industry. It also considers the time invested by the individual, the responsibilities assumed by the individual, the status of achieving personal goals, the performance of other positions, and the salary remuneration given by the Company to those in the same position in recent years. It also evaluates the rationality of the relationship between individual performance and the Company’s operating performance and future risks through the achievement of the Company’s short-term and long-term business goals and the Company’s financial status.
  • Directors and managers should not be guided to engage in behaviors that exceed the Company’s risk appetite in pursuit of remuneration.
  • The ratio of dividends to the short-term performance of directors and managers and the payment time of part of the variable salary shall be determined in consideration of the characteristics of the industry and the nature of the Company’s business.
  • Members of this committee shall not participate in discussion and voting on their personal salary and remuneration decisions.
    The salary and remuneration mentioned in the preceding two paragraphs include cash remuneration, stock options, dividends, retirement benefits or severance payments, various allowances and other measures with substantial incentives. Its scope should be consistent with the remuneration of directors, independent directors and managers in the Regulations Governing Information to be Published in Annual Reports of Public Companies.
    If the remuneration of directors and managers of a subsidiary of the Company is subject to the approval of the Company’s Board of Directors according to the subsidiary’s hierarchical responsibility, the Board of Directors shall make recommendations before submitting it to the board for discussion.
The Compensation Committee's discussion of matters and resolutions, and the Company's handling of the members' opinions
Date/Meeting Proposal content Resolution result The Company’s handling of the opinions of the Compensation Committee

2024/6/25 

2nd Meeting of the 7th Committee
  1. Proposal for the remuneration of the 24th Board of Directors
  2. Proposal for the remuneration of the Chairman
  3. Proposal for the appointment of the Chief Technology Officer of the Production Division
  4. Proposal for the appointment of the Deputy General Manager of the Major Business Division
  5. Proposal for the remuneration of senior executives
  6. Proposal for special bonuses for senior executives

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2024/6/11

1st Meeting of the 7th Committee (Extraordinary)

Election of the convener for the Seventh Remuneration Committee

All members present

All attending committee members unanimously agreed and elected Mr. Wang Tsai-An as the convener of the current Remuneration Committee.

Implementation as per the resolution

2024/3/12

7th meeting of the 6th Committee
  1. 2023 Total Employee Remuneration and Directors’ Remuneration Distribution Case
  2. Appointment of Chief Operating Officer of the Digestion Business Group
  3. Appointment case of the product research director of the product research business group

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2024/1/23

6th meeting of the 6th Committee
  1. Motion for 2023 year-end bonus and distribution to managers
  2. Motion for appointment of Chief Executive Officer of Administration Business Group
  3. Appointment of General Manager of Zhangzhou Business

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2023/12/21

5th meeting of the 6th Committee
  1. Motion for appointment of the audit supervisor.
  2. Motion for appointment of Chief Technology Officer of Production Business Group

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2023/11/13

4th meeting of the 6th Committee
  1. Motion for the change of accounting supervisor
  2. Ratification of the appointment of General Manager of Pioneer Traffic Co. Ltd.

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2023/8/24

3rd meeting of the 6th Committee
  1. Suggestion on the remuneration to the Chief of Staff
  2. Suggestion on the remuneration to the deputy general manager of marketing

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2023/7/18

2nd meeting of the 6th Committee
  1. Suggestion on the remuneration to the directors of the 23 term and Chairman
  2. Suggestion on the remuneration to Finance Officer

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2023/7/10

1st meeting of the 6th Committee

Motion for nomination of the convener of the 6th Remuneration Committee

All in attendance

After consulting with the members present at the meeting, the motion was passed.

Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution

2023/4/20

7th meeting
of the 5th Committee
  1. Proposal for 2022 Director Remuneration
  2. Proposal for 2022 Appointed Manager Employee Compensation
  3. Proposal for Audit  Supervisor Remuneration
  4. Proposal for Corporate Governance Executive Compensation

All members present

Discussion item 1 and 2,
2 votes in favor and 1 vote against.
Discussion items 3 and 4 are agreed by all members.

Chen Min-Hsun minxun expressed her objection.

Discussion items 1 and 2 were consulted by the
chairman of all the attending
committee members.

The original
proposal was voted in favor of 2 and 1 against. The proposal of the management unit was approved and
submitted to the board of directors for approval.

2023/3/31

6th meeting
of the 5th Committee

Proposal for Total 2022 Director Remuneration Distribution

All members present

2 votes did not indicate an opinion

1 vote against

Chen Min-Hsun minxun expressed her objection.

Reasons for opposition:

The original proposal to issue 3% of directors’ remuneration, which is too high, is opposed to this case.
After discussion by all members present, it was unanimously agreed to put forward 2 proposals and
submit them to the board of
directors for approval. 

2023/3/14

5th meeting
of the 5th Committee

 Proposal for 2022 Director
Remuneration		 All members present

1 vote in favor and 2 votes
against

Members Du Ying-Ta and Chen Min-Hsun expressed their objections.

Reasons for opposition:
The original proposal issued 1% of directors’ remuneration, but the company’s operating conditions were not good last year, and the increase in EPS was due to the disposal of Family Mart (shares), so it is opposed to this case. After discussion by all members present, it was unanimously agreed to put forward 4 proposals and submit them to the board of directors for
approval.