Committee
Audit Committee
Remuneration Committee
Sustainable Development Committee
Subsidiary Supervisory Committee
Audit Committee
Responsibilities of the Audit Committee
According to law, members of the Audit Committee shall be composed of all independent directors. The Audit Committee is designed to assist the Board in ensuring the quality and integrity of the Company’s accounting, auditing, financial reporting processes and financial controls.
Authorities of the Audit Committee
- Annual financial statements
- Audit and accounting policies and procedures
- Internal control system and related policies and procedures
- Major assets or derivatives transactions
- Major loans, endorsements or guarantees
- Raising or issuing securities
- Potential conflicts of interest for managers and directors
- Company Risk Management
Evaluation the effectiveness of internal control systems - CPA independence and performance evaluation
- Appointment, dismissal or remuneration of CPA
- Appointment and dismissal of finance, accounting or audit division officers
- Mergers and acquisitions of the company
- Other major matters prescribed by the laws and regulations
The member of the Audit Committee
| Title | Name | Experience & Education |
| Independent Director(Convener) |
Pao-Chu Lin | • MBA,National Taiwan University • Consultant, Chairman/CEO’s Office KPMG • CPA, KPMG |
| Independent Director (Committee member) |
Robert K. Su | • Ph. D., Accounting Louisiana State University • Professor, Department of Accounting of National Cheng Chi University • Independent Director, DBS Bank (Taiwan) Ltd. • Independent Director, Ta-Yuan Cogen Co., Ltd. |
| Independent Director (Committee member) |
Kevin Kuo-I Chen |
• LL.M, New York University School of Law • Vice President, National Taiwan Sport University • Adjunct Professor, National Taiwan Sport University • Adjunct Professor, University of Taipei • Secretary General, Chinese Taipei Olympic Committee |
Operation of the Audit Committee in 2023
| Meeting Date | Content of Motion | Items Listed in Article 14-5 of the Securities and Exchange Act | Discussion results |
| 03/29/2023 5th Meeting of the 4thTerm |
1.The 2022 internal control statement. 2.The draft of 2022 business report and financial statements. 3.The continuing appointment of the current CPAs and the service fee. 4. Established the Company’s pre-approved policy of non-assurance services provided by the certified public accountant. 5. Proposal for the restructuring of the Company’s organization. 6.The amendments to the Internal Control System. |
V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved without objection. |
| 04/18/2023 6th Meeting of the 4th Term |
1.The proposal of 2022 earnings distribution. 2.Issuance of new shares for capital increase from 2022 retained earnings. 3.Partial amendments to the company’s “Position Authorization Management Measures” and the Approval Authority Form. |
V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved without objection. |
| 05/09/2023 7th Meeting of the 4th Term |
Review the Company’s consolidated financial statements for the Q1 of 2023. | V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved without objection. |
| 08/08/2023 8th Meeting of the 4th Term |
1.CPA to review the 2023 quarterly financial report service fee of CHC Ryukyu COLLECTIVE KK. 2.Review the Company’s consolidated financial statements for the Q2 of 2023. 3.Appointment of independent experts for the acquisition of minority shares of a subsidiary. 4.The amendments to the 2023 Audit Plan. 5.The signing of the second Supplementary Agreement to the Cement Storage Service Agreement signed with Taiwan Cement Corporation. |
V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved without objection. |
| 10/05/2023 9th Meeting of the 4th Term |
To agree to the tentative share exchange ratio to facilitate the board of directors to discuss and negotiate with the remaining shareholders of CHPL and Tong Yang Chia Hsin International Corporation on their willingness to exchange shares | V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved without objection. |
| 11/08/2023 10th Meeting of the 4th Term |
1.Review the Company’s consolidated financial statements for the Q3 of 2023. 2.Established the Company’s Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises Rules. 3.Established the Company’s Tax Policy and Management Rules. 4.The endorsement of the loan taken out from Taishin International Bank Tokyo Branch for the Company’s two subsidiaries CHC Ryukyu COLLECTIVE KK and CHC Ryukyu Development GK in Japan. |
V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved without objection. |
| 12/15/2023 11th Meeting of the 4th Term |
1.The 2024 Audit Plan. 2.The extension of contracts signed with Tong Yang Chia Hsin International Corporation for Management of Keelung Storage and Transport Center and Cement Storage Service at the Port of Taichung. 3.To sign a management contract with the Company’s subsidiary Tong Yang Chia Hsin International Corporation. 4.To sign 2024 annual equipment usage fee agreement with the Company’s subsidiary Chia Pei International Corp. 5.The extension of Storage and Transport Agreement with the Company’s subsidiary Chia Pei International Corp. 6.Approved the amendments to the Risk Management Policy and Procedure. 7.The endorsement of the loan taken out from CTBC Bank Tokyo Branch and derivative financial product quota of CTBC Bank Dunbei Branch for the Company’s two subsidiaries CHC Ryukyu COLLECTIVE KK and CHC Ryukyu Development GK in Japan. 8.The 2024 Budget. |
V | All members attended the meeting agreed to pass the motion items and submitted to the Board of Directors in which all attended directors approved. |
Descriptions of the Communications in 2023
Internal Audit
CPAs
Internal Audit
The audit division prepared the monthly audit report and follow up reports, and submitted to each independent directors for review and approval. If the independent directors have any questions or instructions after reviewing the audit report, the internal audit manager and the independent directors shall maintain a healthy relationship with one another and communicate with each other as necessary.
Communications between the independent directors and the audit division officer for 2023 were listed as follows:
| Meeting Date | Main communication items | Discussion results |
| 01/06/2023 (BOD) |
Execution report and communications regarding the audit for October, 2022. | Noted. |
| 03/29/2023 (Individual symposium) |
Discussion and communication between audit officer independent directors. | Follow independent directors’ advice. |
| 03/09/2023 (BOD & Audit committee meeting) |
1.Execution report and communications regarding the audit for November and December, 2022. 2.The 2022 internal control statement. 3.The amendments to the Internal Control System. |
1.Noted. 2.After discussion, the statement was proposed to the BOD for resolution. |
| 04/18/2023 (BOD & Audit committee meeting) |
1.Execution report and communications regarding the audit for January, 2023. 2.Partial amendment to the company’s “Position Authorization Management Measures” and the Approval Authority Form. |
1.Noted. 2.After discussion, the statement was proposed to the BOD for resolution. |
| 05/09/2023 (BOD) |
Execution report and communications regarding the audit for February, 2023. | Noted. |
| 06/30/2023 (BOD) |
Execution report and communications regarding the audit for March and April, 2023. | Noted. |
| 08/08/2022 (BOD & Audit committee meeting) |
1.Execution report and communications regarding the audit for May, 2023. 2.The amendments to the 2023 Audit Plan. |
1. Noted. 2.After discussion, the statement was proposed to the BOD for resolution. |
| 10/05/2023 (BOD) |
Execution report and communications regarding the audit for June and July, 2023. | Noted |
| 11/08/2023 (BOD) |
Execution report and communications regarding the audit for August, 2023. | Noted |
| 11/21/2023 (Individual symposium) |
Conduct business visits to subsidiaries with independent directors. | Learn more about the subsidiary’s on-site operations. |
| 12/15/2023 (BOD & Audit committee meeting) |
1.Execution report and communications regarding the audit for September, 2023. 2.The 2024 Audit Plan. |
1.Noted. 2.After discussion, the statement was proposed to the BOD for resolution. |
CPAs
- Independent directors and CPAs met at least 3~4 times a year. The CPAs reported to the independent directors on the Company’s financial position, the financial and overall operations of the Company’s domestic and overseas’ subsidiaries and discussed with the independent directors on key audit matters for the year and examination condition of internal control. Fully communicated for any material audit adjustment entries or statues changes that affect the accounting situation. The Company’s independent directors communicate well with the CPAs.
- Communications between independent directors and CPAs for 2023 were listed as follows:
| Meeting Date | Main Communication Item | Discussion Result |
| 03/03/2023 (Individual symposium) |
1.The independent directors and the CPAs held a discussion to understand the CPA’s communication with the Company’s management and the audited departments. 2.The CPAs communicated and discussed the content of the management letter issued. |
Well communicated. |
| 03/09/2023 (BOD & Audit committee meeting) |
1.The CPAs explained the contents of the 2022 consolidated financial report and explanation of key audit matters and types of audit opinion issued. 2.The CPAs explained and communicated the questions raised by the participants. |
Noted and proposed to BOD for resolution. |
| 08/08/2023 (BOD & Audit committee meeting) |
1.The CPAs explained the contents of the review of the consolidated financial report for the second quarter of 2023. 2.The CPAs explained and communicated the questions raised by the participants. |
Noted and proposed to BOD for resolution. |
| 12/15/2022 (BOD) |
1. The CPAs evaluated and explained the possible “Key Audit Matters” for the Company’s financial report for 2023. 2.The CPAs explained and communicated the questions raised by the participants. |
Well communicated. |
Remuneration Committee
Responsibilities of the Remuneration Committee
The responsibilities of the Remuneration Committee are to assess the salary and remuneration policies and systems of the directors and managers of the Company from a professional and objective position, and make recommendations to the Board of Directors for reference in their decision-making.
Authorities of the Remuneration Committee
The Remuneration Committee shall, with duty of good care, faithfully perform the following duties and submit its recommendations to the Board of Directors for discussion:
- Set up and regularly review the policies, systems, criteria and structures of the performance evaluation and remuneration for the Company’s directors, independent directors, and managers.
- Regularly review remuneration of the Company’s directors, independent directors, and managers.
The member of the Remuneration Committee
| Title | Name | Experience & Education |
| Independent Director(Convener) |
Robert K. Su |
• Ph. D., Accounting Louisiana State University • Professor, Department of Accounting of National Cheng Chi University • Independent Director, DBS Bank (Taiwan) Ltd. • Independent Director, Ta-Yuan Cogen Co., Ltd. |
| Committee member |
Chi-Lin Wea |
• Ph.D. in Economics, University of Paris • Master, Imperial College, University of London |
| Independent Director (Committee member) |
Pao-Chu Lin | • MBA of National Taiwan University • Consultant, Chairman/CEO’s Office KPMG • CPA, KPMG |
Operation of the Remuneration Committee in 2022-2023
- Current Term: June 14, 2022 – June 13, 2025.
- A total of 4 Remuneration Committee meetings were held in 2022-2023. The attendance of the members were as follows:
| Title | Name | Attendance in person(B) | Attendance by proxy | Rate of attendance in person(%) (B/A) (Note) | Remarks |
| Convener |
Robert K. Su | 4 | 0 | 100% |
Renewal of office |
| Member | Chi-Lin Wea | 4 | 0 | 100% |
Renewal of office |
| Member | Pao-Chu Lin |
4 | 0 | 100% |
New office assumed |
Operation of the Remuneration Committee in 2022-2023
| Meeting Date | Members Attended | Content of Motion | Avoidance of Motion in Conflict of Interest | Discussion & Resolution Status |
| 03/28/2023 3rd Meeting of The 5th Term |
Robert K. Su,
Chi-Lin Wea, Pao-Chu Lin
|
1. Revision Proposal for the Job Grades and Salary Ranges Chart 2. The Annual Salary Adjustment Proposal for Managers 3. Promotion to Associate Director Level, and Approved Compensation Plan |
All members attended in person but recused themselves from the discussion and voting and submitted to the Board of Directors for resolution. |
|
| 07/28/2023 4th Meeting of The 5th Term |
Robert K. Su,
Chi-Lin Wea, Pao-Chu Lin |
1. Managerial Dual Role Compensation Proposal 2. Employee Stock Plan 3. The General Manager’s Subscription to the Increase in Capital through Surplus for Issuance of New Shares Including Fractional Shares Case 4. 2022remuneration of corporate directors and supervisors of affiliates and other invested companies |
All members attended in person but recused themselves from the discussion and voting and submitted to the Board of Directors for resolution. | |
| 12/27/2023 5th Meeting of The 5th Term |
Robert K. Su,
Chi-Lin Wea, Pao-Chu Lin |
1. Amount of year-end bonus for board chairman and managerial officers (including employees). 2. Additional payment of Lunar New Year for Directors 3. Additional payment of Lunar New Year for Remuneration Committee members |
3. No discussion based on avoidance of interest | 1. Unanimously resolved and proposed to Board of Directors for resolution 2. Unanimously resolved and proposed to Board of Directors for resolution 3. All members attended in person but recused themselves from the discussion and voting and submitted to the Board of Directors for resolution. |
| 2/19/2024 6th Meeting of The 5th Term |
Robert K. Su,
Chi-Lin Wea, Pao-Chu Lin |
1. Proposal for the distribution of Director and employee compensation for 2023. 2. Distribution of Director remuneration of 2023. 3. Distribution of manager employee renumeration of 2023. |
Unanimously resolved and proposed to Board of Directors for resolution. |
Note:
(1) If any member of the Remuneration Committee left before the end of the year, the date of resignation shall be disclosed. Attendance rate in person (%) shall be calculated based on the number of meetings the member attended divided by the total number of meetings during his/her term of office of.
(2) If there was re-election for members of the Remuneration Committee before the end of the year, the names of both the former and current members shall be listed and specify whether the members are former, new, or re-elected, as well as the date of the election shall be disclosed. Attendance rate in person (%) shall be calculated based on the number of meetings the member attended in person divided by the total number of meetings during his/her term of office.
Sustainable Development Committee
Since the establishment of the Company’s corporate governance organization structure (including risk management, etc.), reported at the 427th Board meeting on December 13, 2019, the Group has endeavored to promote corporate governance and to fulfill corporate social responsibilities related works, and periodically reporting implementation results to the Board.
Following the international development trend, the Company’s Sustainable Development Committee was established at the 441st Board meeting on December 14, 2021 to success and continue the operations and all functions of the corporate governance organization. In addition, related action planning (i.e. environmental management, climate actions, and etc.) was included based on various aspects of the sustainable development.
Responsibilities of the Sustainable Development Committee
To assist the Board in fulfilling sustainable operations and development, as well as other sustainability implementations.
Authorities of the Sustainable Development Committee
- Integrating the groups business culture and future critical sustainable development issues, setting vision, mission, and development policies.
- Review and discuss the implementation status and effectiveness of sustainable developments. Conduct regular reporting to the Board.
- Follow topics concerned by interested parties and supervising communication plans.
- Other tasks assigned by the Board.
Members of the Sustainable Development Committee
| Title | Name | Education & Experience |
| Chairperson (Chairman) |
Jason K.L. Chang |
• Master, Massachusetts Institute of Technology • Chia Hsin Property Management & Development Corp. (JPR) • Taiwan Cement Corp. (JPR) • EPOCH Foundation |
| Director (Committee member) |
Pan Howard Wei-Hao |
• Master of EE and MBA, Massachusetts Institute of Technology • Chia Hsin property Management & Development Corp, (JPR) • Cheng Yeh Chemical Works Ltd. (also President) • CFA Society of Taiwan |
| Independent Director (Committee member) |
Robert K. Su |
• Ph. D., Accounting Louisiana State University • Professor, Department of Accounting of National Cheng Chi University • Independent Director, DBS Bank (Taiwan) Ltd. • Independent Director, Ta-Yuan Cogen Co., Ltd. |
| Independent Director (Committee member) |
Kevin Kuo-I Chen |
• LL.M, New York University School of Law • Vice President, National Taiwan Sport University • Adjunct Professor, National Taiwan Sport University • Adjunct Professor, University of Taipei • Secretary General, Chinese Taipei Olympic Committee |
Diversified Capabilities of the Sustainable Development Committee
| Title | Name | Diversified Capabilities | |||||||
| Accounting, Finance and Legal Affairs |
Risk Management |
Business Management |
Global Marketing | Investment and M&A | Hospitality Business |
Information Technology |
Sustainable Management | ||
| Chairperson | Jason K.L. Chang | v | v | v | v | v | v | v | v |
| Member | Pan Howard Wei-Hao | v | v | v | v | v | v | v | |
| Robert K. Su | v | v | v | v | v | v | |||
| Kevin Kuo-I Chen | v | v | v | v | v | v | |||
Operation of the Sustainable Development Commission
The Company’s Board of Directors receive the management team’s reports (including ESG reports) quarterly. The Board must evaluate the feasibility of the reports, review the progress, and urge the management team to make adjustments if necessary.
| Session/Meeting Date | Agenda | Discussions Items | Report to the Board of Directors |
| 2022/8/10 1st Meeting of the 2nd Term |
1. Decisions and implementation status of the second meeting of the 1st Term Sustainable Development Committee 2. Progress report on the implementation of CHC Group’s Corporate Sustainable Development Blueprint. 3. Appointed Professor Chia-Shen Chen as the committee’s consultant. |
1. CHC Group’s Sustainable Development Blueprint implementation strategy and plan. | 2022/12/14 the 449th Board Meeting |
| 2022/12/14 2nd Meeting of the 2nd Term |
1. Decisions and implementation status of the first meeting of the 2nd Term Sustainable Development Committee. 2. Progress report on the implementation of CHC Group’s Corporate Sustainable Development Blueprint. 3. Progress report on CHC Group’s greenhouse gas inventory. 4. CHC’s 2023 Risk Assessment Report. |
1. Join the Supporter of Task Force on Climate-Related Financial Disclosures (TCFD). 2. Plan to implement Science Based Targets initiative (SBTi). 3. Budget for 2023 Sustainable Development Office. |
2022/12/14 the 449th Board Meeting |
| 2023/05/09 3rd Meeting of the 2nd Term |
1. Decisions and implementation status of the 2nd meeting of the 2nd Term Sustainable Development Committee. 2. Progress report on the implementation of CHC Group’s Corporate Sustainable Development Blueprint and greenhouse gas inventory. |
NA | 2023/05/09 the 453th Board Meeting |
| 2023/12/15 4th Meeting of the 2nd Term |
1. Decisions and implementation status of the 3rd meeting of the 2nd Term Sustainable Development Committee. 2. Progress report on the implementation of CHC Group’s Corporate Sustainable Development Blueprint. 3. Progress report on CHC Group’s greenhouse gas inventory. |
1. Blueprint for Sustainable Development of the Company’s Important Operating Subsidiaries. 2. Budget for 2024 Sustainable Development Office. |
2023/12/15 the 458th Board Meeting |
Subsidiary Supervisory Committee
Authorities of the Subsidiary Supervisory Committee
In order to effectively supervise and manage the reinvestment business, the Board of Directors shall appoint two to four professionally suitable directors or independent directors each term, and then form a special committee for the supervision of the subsidiary company with the general manager.
Authorities of the Subsidiary Supervisory Committee
- Appoint and remove candidates for the Board of Directors of the supervising subsidiary of the firm
- Review the agenda of the subsidiary’s Board of Directors in advance and discuss matters with the appointed directors, and the resolution shall be handed over to the appointed directors to express on the Board of Directors in according to the decision of the subsidiary’s supervisory committee
- To review the terms of appointment, remuneration and discharge of managers appointed by subsidiaries in advance
- To review the operating plans and budgets of subsidiaries and other major matters
- Regularly obtain the manage statements of each subsidiary for analysis and review
The member of the Subsidiary Supervisory Committee
| Title | Name | Education & Experience |
| Chairperson |
Jason K. L. Chang |
• Master, Massachusetts Institute of Technology • Chia Hsin Property Management & Development Corp. (JPR) • Taiwan Cement Corp. (JPR) • EPOCH Foundation |
| Director (Committee Member) |
Pan Howard Wei Hao |
• Master of EE and MBA, Massachusetts Institute of Technology • Chia Hsin property Management & Development Corp, (JPR) • Cheng Yeh Chemical Works Ltd. (also President) • CFA Society of Taiwan |
| Committee Member | Li-Hsin Wang |
• MBA Waseda University • Jaho Life Plus+ Management Corp. (JPR) • Chia Hsin property Management & Development Corp. (JPR) |
