EMC

Audit & Remuneration committee

Audit Committee

The Company’s Audit Committee is composed of four independent directors. The Audit Committee is intended to assist the Board of Directors in overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and financial controls.

 

The members’ professional qualifications and experience are as follows:  

Member Professional Qualifications and Experience
Cheng, Duen-Chian (Convener) Mr. Cheng, Duen-Chian has served as Chairman of Hong Ding Capital Co., Ltd. since January 2016 and as Chairman of Shih Ding Venture Capital Co., Ltd. since October 2016.
He also serves as an independent director of Edom Technology Co., Ltd. and Asia Polymer Corporation, as well as a director of Fu Sheng Applied Materials Co., Ltd.
Chen, Hsi-Chia Ms. Chen, Hsi-Chia is a licensed attorney and is currently the Managing Partner of Jones & Co. International Attorneys-at-Law. Since April 2021, she has served as a member of the Standing Committee of the ICC International Centre for ADR. Since December 2021, she has been an independent director of Asia New Energy (Cayman) Co., Ltd. She has also served as Chair of the Chartered Institute of Arbitrators Taiwan Branch since October 2019, and was an adjunct professor at National Yang Ming Chiao Tung University from February to July 2021.
Chern, Kai-Yuan Mr. Chern, Kai-Yuan previously served as Deputy Director-General of the Insurance Bureau and Deputy Director-General of the Examination Bureau of the Financial Supervisory Commission (FSC) of the Republic of China, as well as Chief Secretary and Senior Advisor of the FSC. He has extensive experience in the fields of fiscal policy and financial supervision, with expertise in contract law, commercial law, company law, securities and exchange law, corporate governance, risk management, and financial analysis.
Yin, Chao Mr. Yin, Chao holds a Bachelor of Laws from National Taiwan University and a Master of Laws from New York University. He previously served as a Senior Attorney at Lee and Li Attorneys-at-Law and is currently Managing Director and General Counsel at Standard Chartered Bank (Taiwan).

Powers and Authority

  • To prescribe or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  • To evaluate the effectiveness of the internal control system.
  • To prescribe or amend procedures for the acquisition or disposal of assets, engagement in derivative transactions, lending of funds to others, and endorsements or guarantees for others involving material financial business activities, in accordance with Article 36-1 of the Securities and Exchange Act.
  • Matters involving conflicts of interest of directors.
  • Material asset or derivative transactions.
  • Material loans of funds, endorsements, or guarantees.
  • Fundraising, issuance, or private placement of equity-type securities.
  • Appointment, dismissal, or remuneration of the certified public accountant.
  • Appointment or dismissal of the heads of finance, accounting, or internal audit.
  • Annual financial statements and semi-annual financial statements.
  • Other material matters as required by the Company or the competent authorities.

 

The Audit Committee convened five meetings in fiscal year 2025. The matters reviewed primarily included:

  • Material capital expenditure proposals.
  • Endorsements and guarantees, loans of funds, and capital increase proposals for subsidiaries.
  • Review of auditors’ remuneration.

 

Review of Financial Reports

  • The Board of Directors prepared the Company’s 2024 business report, financial statements, and earnings distribution proposal. The financial statements were audited by KPMG (Klynveld Peat Marwick Goerdeler), Certified Public Accountants, who issued an audit report. After review by the Audit Committee, no discrepancies were identified.
  • Consolidated financial statements for the first, second, and third quarters of fiscal year 2025.

 

Total five meetings were convened by the Audit Committee in 2025. Attendance of each Independent Director is as follows

Title Name Attendance in Person By Proxy Attendance
Rate
Remarks
Independent Director Cheng, Duen-Chian (Convener) 5 100%   -
Independent Director Chen, Hsi-Chia 5 0 100% -
Independent Director Chern, Kai-Yuan 3 0 100% 2025.05.14 elected
Independent Director Yin, Chao 3 0 100% 2025.05.14 elected

Resolutions resolved by the Audit Committee in year 2025

Meeting Session Date

Key Resolutions Resolutions
The 16th meeting of the 3rd session
2025.02.25
  1. Approved the capital expenditure proposal of the Company’s Guanyin Business Unit.
  2. Approved the proposal to set the record date for issuing new common shares upon conversion of the Company’s fifth domestic unsecured convertible bonds.
  3. Approved the issuance of the “Internal Control System Statement,” confirming the effectiveness of the Company’s internal control system design and implementation for fiscal year 2024.
  4. Approved the capital expenditure proposal of the Company’s Guanyin Business Unit.
  5. Approved the Company’s business report and financial statements for fiscal year 2024.
  6. Approved the earnings distribution proposal for fiscal year 2024.
The Audit Committee members expressed no objections or reservations regarding the proposals listed on the left, and all proposals were unanimously approved by all committee members.
The 17th meeting of the 3rd session
2025.04.30
  1. Approved the proposal to set the record date for issuing new common shares upon conversion of the Company’s fifth and seventh domestic unsecured convertible bonds.
  2. Approved the proposal regarding the change of the Company’s attesting CPA and the assessment of independence and suitability of the CPA appointed to audit and review the Company’s 2025 financial reports.
  3. Approved the Company’s consolidated financial statements for the first quarter of 2025.
  4. Approved the proposal for the subsidiary, EMC (Kunshan) Co., Ltd., to acquire land use rights.

The 1st meeting of the 4th session

2025.07.30
  1. Approved the proposal to set the record date for issuing new common shares upon conversion of the Company’s fifth, sixth, and seventh domestic unsecured convertible bonds.
  2. Approved the Company’s consolidated financial statements for the second quarter of 2025.
  3. Approved the amendments to the Company’s “Internal Control Self-Assessment Procedures and Methods.”
  4. Approved the capital expenditure proposal for the expansion of the subsidiary, EMC (Kunshan) Co., Ltd.
  5. Approved the proposal for the subsidiary, EMC (Kunshan) Co., Ltd., to capitalize its capital surplus into paid-in capital.
  6. Approved the capital expenditure proposal for the expansion of the subsidiary, Zhongshan EMC Co., Ltd.
  7. Approved the Company’s investment in its U.S. subsidiary, ARLON EMD.
  8. Approved the Company’s intercompany lending proposal.

The 2st meeting of the 4th session

2025.10.30
  1. Approved the review of audit fees for the Company’s certified public accountants for fiscal year 2025.
  2. Approved the establishment of general principles for the Company’s pre-approval policy on non-assurance services.
  3. Approved the Company’s consolidated financial statements for the third quarter of fiscal year 2025.
  4. Approved the capital expenditure plan for the Company’s Guanyin Business Unit.

The 3st meeting of the 4th session

2025.12.23
  1. Approved an increase in the Company’s endorsement and guarantee limit.
  2. Approved the capital expenditure plan for the expansion of the subsidiary, Elite Material (Kunshan) Co., Ltd.

Remuneration Committee

Members 

Name Curriculum Vitae Other positions in EMC and other companies
Chen, Hsi-Chia  

MBA, Columbia University,

Director, uPI Semiconductor Corp.

Director, Appier Holdings Inc.

Independent Director, Ta Ya Electric Wire & Cable Co., Ltd.

Director, LuxNet Corp

Chairman, Clientron Corp.

President, UMC Capital Corporation

Executive Director, Morgan Stanley Asia Ltd.

Executive Director, Goldman Sachs Asia LLC

 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.
 Chern, Kai-Yuan  

Chief Secretary, Financial Supervisory Commission, F.S.C

Deputy Director General, Financial Examination Bureau, F.S.C

 

Adjunct Associate Professor, National Chengchi University

Vice President, Taiwan Insurance Law Association.

Yin, Chao   Senior Associate, Lee & Li, Attorneys-at-law  Head, Legal, Standard Chartered Bank (Taiwan) Limited

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 30 July 2025 to 13 May 2028. The Remuneration Committee held two times in 2025, 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 Chen, Hsi-Chia 2 100% -
Independent Director  Chern, Kai-Yuan 1 0 100%  2025.07.30 elected
Independent Director Yin, Chao  1 0 100%  2025.07.30 elected

Corporate Sustainable Development Committee (ESG Committee)

  

EMC is committed to fulfilling corporate social responsibility and carrying out the concept of sustainable management. To achieve these goals, the Board of Directors approved the CSR Code of Conduct. Additionally, in October 2024, the Board passed a resolution elevating the Corporate Sustainable Development Committee (ESG Committee) to a functional committee directly under its purview and formulated the Corporate Sustainable Development Committee Charter to regulate the committee’s purpose, composition, authority, and other related affairs. The Corporate Sustainable Development Committee is chaired by the Chairman and oversees four working groups, which are the Corporate Governance/Economic Group, the Supply Chain/Green Product Group, the Employee Care/Social Participation Group, and the Sustainable Environment Group. The groups are formed by heads of relevant units and departments or their representatives, and they are responsible for conducting the data collection, planning, assessment, and implementation for relevant issues. The Report’s information was collected by various departments and submitted to the Corporate Sustainable Development Committee after being reviewed and approved by department heads. The Committee compiled and edited the information, then conducted internal audits to confirm report content. The completed Report was released after being reviewed and approved by the Board of Directors.

 

ESG_ORG_20250119

 

The Committee’s major role is to guide the implementation directions of the following tasks based on the principles of corporate sustainable development:

1. Implementing corporate governance

2. Developing a sustainable environment

3. Maintaining public benefits

4. Strengthening the disclosure of corporate sustainable development information

5. Controlling and managing the Company’s existing or potential risks

 

The Committee consists of at least three members, who must be approved and appointed by the Board of directors, and more than half of the members should be independent directors. At least one member should specialize in corporate sustainable development, and one member must be elected from among the members to serve as the committee convenor and meeting chair. The information of the founding members is listed in the table below. For details of the members’ professional competencies, please refer to the section titled “ Board Diversity Policy and Implementation Status”.

 

The first session of the first Corporate Sustainable Development Committee meeting was held on December 23, 2024 (Monday). The attendance rate (including proxy attendance) was 100%. The meeting content included discussion of EMC’s strategic corporate sustainability goals and short-, medium-, and long-term plans, as well as a report on the energy saving and carbon reduction projects implemented in 2024. The information was then reported at the 17th Board Meeting of the 12th term in December 2024.

  

The First Session of the First Corporate Sustainable Development Committee (2024)

Date

Meeting Agenda

Dec. 23, 2024

• Report on the Company’s sustainable development plan for 2025.

• Report on the Company’s energy saving and carbon reduction projects in 2024.

 

The first session of the second Corporate Sustainable Development Committee meeting was held on December 23, 2025 (Tuesday), with an attendance rate of 100%. The meeting included discussion of the Company’s sustainability performance for 2025, the sustainability development plan for 2026 (including carbon reduction targets and greenhouse gas inventory planning), and the Company’s renewable energy procurement plan. The aforementioned matters were subsequently reported at the 4th Board Meeting of the 13th term in December 2025.

 

The First Session of the Second Corporate Sustainable Development Committee (2025)

Date

Meeting Agenda

Discussion Items

Dec. 23, 2025

• Report on the Company’s sustainability performance for 2025 and the sustainable development plan for 2026.

• The Company’s renewable energy procurement plan.

• Sustainability performance of ESG-related projects in 2025

• Sustainable development plan of Elite Material Co., Ltd. for 2026

• Requirements for the quality of sustainability-related information disclosure and internal controls over sustainability-related information

• The Company’s carbon reduction targets and carbon reduction performance in 2025

• Results of the greenhouse gas inventory for 2024 and the greenhouse gas inventory plan for 2025

•  Proposed the Company’s renewable energy procurement plan for discussion and approval by the Committee

 

 

List of Corporate Sustainable Development Committee Members and Members’ Attendance

Title

Name

Curriculum vitae

Attendance Rate in 2025

Chairman
(Committee Chair)

Ding-Yu Dong

Ph.D. in Engineering, Stanford University, USA
Assistant Professor, San Jose State University, USA

100%

Independent Director

Dui-Chien Cheng

MBA, Columbia University,

Director, uPI Semiconductor Corp.

Director, Appier Holdings Inc.

Independent Director, Ta Ya Electric Wire & Cable Co., Ltd.

Director, LuxNet Corp

Chairman, Clientron Corp.

President, UMC Capital Corporation

Executive Director, Morgan Stanley Asia Ltd.

Executive Director, Goldman Sachs Asia LLC

100%

Independent Director

Hsi-Chia Chen

Ph.D. in Law, National Taiwan University
Ph.D. in Law, Peking University

Member, Standing Committee of the ICC International Centre for ADR (International Chamber of Commerce)

Chairperson, Taiwan Branch of the Chartered Institute of Arbitrators (CIArb)
Partner, Joint Head of China Offices, and Member of Asia Pacific Operations Committee at Pinsent Masons LLP
Independent Director, Asia New Energy (Cayman) Co., Ltd. Managing

100%