The Audit Committee
The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight of the quality and integrity of the company's implementation of accounting, auditing, financial reporting processes and financial controls.
Matters reviewed by the Audit Committee mainly include
- Financial statements
- Auditing and accounting Policies and Procedures
- Internal control system and related policies and procedures
- Significant asset or derivative commodities transactions
- Significant fund loans and endorsements or guarantees
- offer or issue securities
- Derivative financial products and cash investment
- Regulatory compliance
- Whether managers and directors have related person transactions and possible conflicts of interest
- Grievance report
- Fraud prevention program and fraud investigation report
- CPA qualifications, independence and performance measurement
- Appointment, dismissal or remuneration of certified public accountants
- Appointment and removal of financial, accounting or internal audit supervisors.
In order to perform its duties, the Audit Committee has the authority to conduct any appropriate audits and investigations in accordance with Articles of Association, and has direct channels of communication with the company's internal auditors, certified accountants and all employees.The Audit Committee also has the authority to employ and supervise lawyers, accountants or other consultants to assist the Audit Committee in performing its duties.
The Audit Committee of the company is composed of all independent directors. On June 29 ,2023, the Audit Committee unanimously elected Mr. Jian Liangcong as the Chairman of the Audit Committee.
The Audit Committee holds regular meetings at least quarterly. Please refer to the annual reports of the company for the information on the convening of meetings of the committee and the attendance rate of each committee member.
Remuneration Committee
According to the laws of the Republic of China, the members of the Remuneration Committee are appointed by the Board of Directors. In accordance with the constitution of the Remuneration Committee, the committee shall consist of at least one independent director. The Remuneration Committee of the company is composed of all independent directors. On August 9, 2023, the Remuneration Committee unanimously elected Mr. Cai Xiantang as the chairman of the Remuneration Committee. The chairman shall be invited to attend all meetings, but shall abstain from discussing his remuneration.
The Remuneration Committee has the right to hire independent consultants to assist in evaluating managers' remuneration in accordance with its Articles of Association.
The Remuneration Committee holds regular meetings at least twice a year in accordance with the company's remuneration committee organization rules.
Attendance of Members of the Remuneration Committee in 2022
| Name | Number of attendance | Actual attendance | Number of no-attendance or proxy attendance | attendance | remark |
|---|---|---|---|---|---|
| Jian Liangcong | 3 | 3 | 0 | 100 | |
| Cai Xiantang | 3 | 3 | 0 | 100 | |
| Fu Youxuan | 3 | 3 | 0 | 100 |
Attendance of Members of the Remuneration Committee in 2021
| Name | Number of attendance | Actual attendance | Number of no-attendance or proxy attendance | attendance | remark |
|---|---|---|---|---|---|
| Jian Liangcong | 3 | 3 | 0 | 100% | |
| Cai Xiantang | 3 | 3 | 0 | 100% | |
| Fu Youxuan | 3 | 3 | 0 | 100% |
Attendance of Members of the Remuneration Committee in 2020
| Name | Number of attendance | Actual attendance | Number of no-attendance or proxy attendance | attendance | remark |
|---|---|---|---|---|---|
| Jian Liangcong | 2 | 2 | 0 | 100% | |
| Cai Xiantang | 2 | 2 | 0 | 100% | |
| Fu Youxuan | 2 | 2 | 0 | 100% |
The Remuneration Committee Meeting Operation in 2022
| Session | Time | Reason for discussion | Reason for discussion | Resolution result | The company's handling of the opinions of the Remuneration Committee |
|---|---|---|---|---|---|
| 4 | 6 | 2022/01/05 | Cause of Case 1: The case of 2022 subsidiary managers' Epidemic Prevention Allowance. Cause of Case 2: The case of 2022 annual salary adjustment of subsidiary managers Cause of Case 3: The case of manager bonus | All members present agreed to pass All members present agreed to pass All members present agreed to pass | Approved by all directors present Approved by all directors present Approved by all directors present |
| 4 | 7 | 2022/11/09 | Cause of Case 12:Review of 2021 compensation for directors (including independent directors), the General Manager, and vice presidents. | All members present agreed to pass | Approved by all directors present |
| 4 | 8 | 2022/12/27 | Cause of Case 1: The case of manager bonus | All members present agreed to pass | Approved by all directors present |
The Remuneration Committee Meeting Operation in 2021
| Session | Time | Meeting Date | Reason for discussion | Resolution result | The company's handling of the opinions of the Remuneration Committee |
|---|---|---|---|---|---|
| 4 | 3 | 2021/01/26 | Cause of Case 1: The case of revising "Remuneration measures for directors, Functional Committee members and managers" Cause of Case 2: The case of subsidiary manager salary adjustment Cause of Case 3: The case of year-end bonus distribution for chairman and managers (including subsidiaries) in 2020 | All members present agreed to pass All members present agreed to pass All members present agreed to pass | Approved by all directors present Approved by all directors present Approved by all directors present |
| 4 | 4 | 2021/03/25 | Cause of Case 1: The case of 2020 year subsidiary managers' epidemic prevention allowance ratified Cause of Case 2: The case of 2021 year subsidiary manager epidemic prevention allowance and health checkup subsidy Cause of Case 3: The case of 2020 year chairman's performance bonus | All members present agreed to pass All members present agreed to pass All members present agreed to pass | Approved by all directors present Approved by all directors present Approved by all directors present |
| 4 | 4 | 2021/11/09 | Cause of Case 1: The case of reviewing the remuneration of directors (including independent directors), general manager and deputy general manager for the year of 2020. Cause of Case 2: Amendment to the "Performance Evaluation Method of the Board of Directors". Cause of Case 3: The case of changes in the chairman's salary Cause of Case 4: The case of changes in manager salary | All members present agreed to pass All members present agreed to pass All members present agreed to pass All members present agreed to pass | Approved by all directors present Approved by all directors present Approved by all directors present Approved by all directors present |
The Remuneration Committee Meeting Operation in 2020
| Session | Time | Meeting Date | Reason for discussion | Resolution result | The company's handling of the opinions of the Remuneration Committee |
|---|---|---|---|---|---|
| 4 | 1 | 2020/08/11 | Cause of Case 1: To elect the convener and chairman of the fourth session of the Remuneration Committee.
Cause of Case 2: The case of reviewing the remuneration of directors (including independent directors), general manager and deputy general managers in 2019. Cause of Case 2: The case of reviewing the remuneration of directors (including independent directors), general manager and deputy general managers in 2019. | All members present agreed to pass All members present agreed to pass | Approved by all directors present Approved by all directors present |
| 4 | 2 | 2020/11/10 | Cause of Case 1: Revised the "Organizational regulations of the Remuneration Committee" and the "Measures for the performance evaluation of | All members present agreed to pass | Approved by all directors present |