Audit & Remuneration committee

The Committee members elected at 26 May 2022

  • Shen, Bing (Independent Director)
  • Cheng, Duen-Chian (Independent Director)
  • Chen, Hsi-Chia(Independent Director)

The powers of the Committee are as follows

  • The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  • Assessment of the effectiveness of the internal control system.
  • 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 a material nature, such as acquisition or disposal of assets, derivatives trading, capital lending to others, an endorsements or
    guarantees for others.
  • Matters in which a Director is an interested party.
  • Asset transactions or derivatives trading of a material nature.
  • Capital lending to others, 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 chief audit officer.
  • Annual and semi-annual financial reports.
  • Other material matters as may be required by the Company or by the competent authority.

Total six meetings were convened by the Audit Committee in 2021. Attendance of each Independent Director is as follows

Title Name Attendance in Person By Proxy Attendance
Rate
Remarks
Independent Director Bing, Sheng 5 83%   -
Independent Director Duen-Chian, Cheng 6 0 100% -
Independent Director Rong-Dong, Tsai 6 0 100% -

Resolutions resolved by the Audit Committee in year 2021

Term Proposals Resolutions
The 11th meeting of the 2nd term dated as 25 Feb 2021 1.Approved the lending to one another between subsidiaries of the Company.
2.Approved the increase amount of endorsement guarantee of the Company.
3.Approved the proposal of statement of internal controls of the Company.
4.Approved the proposal of Guanyin site’s capital expenditure.
5.Approved the Year 2020 business operation and financial reports.
6.Approved the proposal of distribution of Year 2020 profits.

 

Resolved. All members vote For both proposals.
 The 12th meeting of the 2nd term dated as 28 Apr 2021 1.Approved the endorsement guarantee to one another between subsidiaries of the Company.
2.Approved the decrease amount of endorsement guarantee of the Company.
3.Approved the lending to one another between subsidiaries of the Company.
4.Approved the proposal of Guanyin site’s capital expenditure.
5.Approved the revision of disposal and acquire of asset of the Company.
6.Approved the consolidated financial statement of 1Q2021. 
Resolved. All members vote For both proposals.
 The 13th meeting of the 2nd term dated as 28 May 2021  1.Approved the renew proposal of Huangsi site’s capital expenditure.
2.Approved the launch of 1st unsecure ECB of the Company.

Resolved.

All members vote For both proposals.

 The 14th meeting of the 2nd term dated as 28 July 2021  1.Approved the decrease amount of endorsement guarantee of the Company.
2.Approved the revision of code of internal authorization of the Company.
3.Approved the pend-up capital expenditure of Guanyin site.
4.Approved the consolidated financial statement of 1H2021.

Resolved.

All members vote For both proposals.

 The 15th meeting of the 2nd term dated as 27 Oct 2021  1.Approved the indirect investment framework of the Company.
2.Approved the pend-up capital expenditure of OEM business unit.
3.Approved the pend-up capital expenditure of Guanyin site.
4.Approved the proposal of Kuanshan site’s capital expenditure.
5.Approved the consolidated financial statement of Q32021.

Resolved.

All members vote For both proposals.

 The 16th meeting of the 2nd term dated as 21 December 2021  1.Approved the review of the CPA audit fee for Year 2021.
2.Approved the amendment of internal self-access procedure and method、 supervision operation procedure of subsidiaries、stamp management procedure of the Company.
3.Approved the launch of 5th unsecure CB of the Company.

Resolved.

All members vote For both proposals.

Remuneration Committee

The Committee members elected at 26 May 2022

Name Other positions in EMC and other companies
Shen, Bing  Director, OUC Corporation
Director, ECOVE
Cheng, Duen-Chian  Chairman, TGVest Capital Co., Ltd.
Chairman, TriKnight Capital Corporation
Vice Chairman, LuxNet Corp
Chen, Hsi-Chia Managing Partner, Chen & Chang, Attorneys-at-Law.
Member, Standing Committee of ICC International Centre for ADR Convenor, Taiwan Chapter of the Chartered Institute of Arbitrators (CIArb) East Asia Branch.
Independent Director, Asia Renewable Energy (Cayman) Ltd.

Scope of duties

The Committee shall exercise the care of a good administrator to establish and periodically review the performance of the managerial officers of the Company, and policies, structure, performance evaluation systems and standards for their compensation.

 

Executive Status of Remuneration Committee

  • The number of committee members of the Company is three。
  • The tenure of current Remuneration Committee is from 10 June 2019 to 9 June 2022. The Remuneration Committee held two times in 2021, and the attendance status of members in most recent year is disclosed as follows:
Title Name Attendance in Person By Proxy Attendance
Rate
Remarks
Independent Director Rong Dong, Tsai 2 100% -
Independent Director Bing, Shen 2 0 100% -
Independent Director Duen-Chian, Cheng 2 0 100% -

Resolutions resolved by the Remuneration Committee in year 2021

Term Proposals Resolutions Measures the Company had
The 4th meeting of the 4rd term dated as 25 Feb 2021

1. To approve the planned remuneration of Directors and compensation of employees for year 2021.

2. To approve the distribution of remuneration of Directors and compensation of employees for year 2021.

 

Resolved. All members vote For both proposals. The resolution was submitted to the Board of Directors Meeting and obtain approval from the Board.
The 5st meeting of the 4th term dated as 27 Oct 2021

The 5st meeting of the 4th term dated as 27 Oct 2021 Discussion of the Year 2022 working plan for the remuneration committee.

Resolved. All members vote For the proposal. The resolution was submitted to the Board of Directors Meeting and obtain approval from the Board.