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 2024
Meeting Date | Content of Motion | Items Listed in Article 14-5 of the Securities and Exchange Act | Discussion results |
02/27/2024 12th Meeting of the 4thTerm |
1. The 2023 internal control statement. 2. The draft of 2023 business report and financial statements. 3. The continuing appointment of the current CPAs and the service fee. |
V | All members attended the meeting agreed to pass the motion and submitted to the Board of Directors in which all attended directors approved without objection. |
04/12/2024 13th Meeting of the 4th Term |
1. Company’s distribution of profits for the fiscal year of 2023. 2. The amendment in Audit Committee Charter. |
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. |
05/09/2024 14th Meeting of the 4th Term |
Review the Company’s consolidated financial statements for the Q1 of 2024. | 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. |
08/08/2024 15th Meeting of the 4th Term |
1. CHC plans to increase the cash capital of CHC Ryukyu Collective KK on behalf of subsidiary Y J International Corporation, which is 100% owned by CHC, with no more than 3 Billion Japanese Yen. 2. Review the Company’s consolidated financial report for the Q2 of 2024. |
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. |
11/07/2024 16th Meeting of the 4th Term |
1. Review the Company’s consolidated financial report for the Q3 of 2024. 2. 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. \ 3. Signing Operation and Leasing Agreement with Port of Keelung, Taiwan International Ports Corporation, Ltd. |
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. |
Descriptions of the Communications in 2024
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 2024 were listed as follows:
Meeting Date | Main communication items | Discussion results |
01/09/2024 (BOD) |
Execution report and communications regarding the audit for October, 2023. | Noted. |
02/23/2024 (Individual symposium) |
Discussion and communication between audit officer independent directors. | Follow independent directors’ advice. |
02/27/2024 (BOD & Audit committee meeting) |
1.Execution report and communications regarding the audit for November and December, 2023. 2.The 2023 internal control statement. |
1.Noted. 2.After discussion, the statement was proposed to the BOD for resolution. |
04/12/2024 (BOD & Audit committee meeting) |
1.Execution report and communications regarding the audit for January, 2024. 2.The amendment in Audit Committee Charter. |
1.Noted. 2.After discussion, the statement was proposed to the BOD for resolution. |
05/09/2024 (BOD) |
Execution report and communications regarding the audit for February, 2024. | Noted. |
08/08/2024 (BOD) |
Execution report and communications regarding the audit for March, April and May, 2024. | Noted. |
11/07/2024 (BOD) |
1.Execution report and communications regarding the audit for June, July and August, 2024. | Noted. |
- 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 2024 were listed as follows:
Meeting Date | Main Communication Item | Discussion Result |
02/23/2024 (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 recommendations for process optimization based on audit findings. |
Well communicated. |
02/27/2024 (BOD & Audit committee meeting) |
1. The CPAs explained the contents of the 2023 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. |
08/08/2024 (BOD & Audit committee meeting) |
1. The CPAs explained the contents of the review of the consolidated financial report for the 2second quarter of 20243. 2. The CPAs explained and communicated the questions raised by the participants. |
Noted and proposed to BOD for resolution. |
Responsibilities of the Remuneration Committee
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.
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 |
2024/08/01 5th Meeting of the 2nd Term |
1. Decisions and implementation status of the 4th meeting of the 2nd Term Sustainable Development Committee. 2. Progress report on the implementation of CHC Group’s Sustainable Development (including the Greenhouse gas inventories). |
1. Reformulate the Company’s Sustainable Development Charter Re-establishment of the Company’s “Rules of Organization of the Sustainable Development Committee” | 2024/08/08 the 463th Board Meeting |
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) |