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Audit Committee
The Audit Committee is composed of 4 independent directors. The main purpose of the operation of this committee is to supervise the following matters:
- Proper presentation of company financial statements .
- Selection (removal) of visa accountants and independence and performance.
- Effective implementation of company internal controls.
- The company complies with relevant laws and regulations.
- Management and control of existing or potential risks of the company.
This committee meets at least once every quarter and may convene meetings at any time as necessary. Four meetings were held in 2024, and the following matters were reviewed and approved by the Audit Committee.
- Annual business reports, financial statements and surplus distribution cases.
- Annual internal control system statement.
- Derivatives trading.
- Investment case.
- Donation case.
- Assessment case of independence and competency of visa accountants.
- A letter of support is issued for the credit line of the reinvested company.
Communication situation between independent directors, internal audit supervisor and accountants and accountant’s independence assessment .
The independent directors have good communication with the internal audit manager. A summary of the main communication matters in 2024 is as follows:
左右尚有資訊| Audit Committee. | Communication matters. | Communicate results. |
|---|---|---|
| 2024/3/8 | 1. Audit work report from 2023/10 to 2024/1. 2. Completed internal control self-assessment work in 2023 (internal control system statement). |
1. Inquiry. No other suggestions. 2. This case was approved by the chairman after consultation with all the members present without objection, and was subsequently submitted to the board of directors for resolution. |
| 2024/5/7 | Audit work report from 2024/2 to 2024/3. | Inquiry. No other suggestions. |
| 2024/8/12 | Audit work report from 2024/4 to 2024/6. | Inquiry. No other suggestions. |
| 113/11/5 | 1. Audit work report from 2024/7 to 2024/9. 2. 2025 audit plan. |
1. Inquiry. No other suggestions. 2. This case was approved by the chairman after consultation with all the members present without objection, and was subsequently submitted to the board of directors for resolution. |
The communication between the independent directors and the certified accountants is good, and the independent directors have no other suggestions. A summary of the main communication matters in 2024 is as follows:
| Audit committee | Communication matters | Communicate results |
|---|---|---|
| 2024/3/8 | 1. 2023 Consolidated Financial Statements Report . 2. Accountant’s report on key audit matters in the fourth quarter of 2023 and the impact of legal updates |
1. This case was approved by the chairman after consultation with all the members present without objection, and was subsequently submitted to the board of directors for resolution. 2. Inquiry. No other suggestions. |
| 2024/5/7 | 1.The results of the review of the consolidated financial statements for the first quarter of 2024. 2.Impact of legal updates in the first quarter of 2024 |
1.This case was approved by the chairman after consultation with all the members present without objection, and was subsequently submitted to the board of directors for resolution. 2.Inquiry. No other suggestions. |
| 2024/8/12 | 1.Consolidated Financial Statements Report for the First Half of 2024 . 2.Accountant's report on key audit matters for the first half of 2024 and the impact of legal updates. |
1.This case was approved by the chairman after consultation with all the members present without objection, and was subsequently submitted to the board of directors for resolution. 2.Inquiry. No other suggestions. |
| 2024/11/5 | 1.Review results of the third quarter 2024 consolidated financial statements report. 2.Impact of legal updates in the third quarter of 2024 . |
1. This case was approved by the chairman after consultation with all the members present without objection, and was subsequently submitted to the board of directors for resolution. 2.Inquiry. No other suggestions. |
Assessing the independence of a visa accountant:
The AES Audit Committee evaluates the independence and competency of its certified accountants every year. In addition to requiring the certified accountants to provide a "declaration of detachment and independence", the audit committee also conducts evaluations based on the standards in the table below. After confirming that the accountant and AES have no other financial interests or business relationships except for fees for visas and financial and tax cases, and that the accountant’s family members do not violate independence requirements, the evaluation results for the most recent year have been discussed and approved by the Audit Committee on March 8, 2024. Later, the board of directors passed a resolution on March 8, 2024 to evaluate the independence of the accountants.
| Item | Assessment project | Yes | No |
|---|---|---|---|
| 1. | Whether or not there has ever been any of the following paragraphs in Article 47 of the Accountants Act Currently employed by the client or the person under investigation to hold a regular job, receive a fixed salary or serve as a director or supervisor. Served as a director, supervisor, manager, or employee who had a significant influence on the visa case of the client or person under investigation, but has left the job for less than two years. Have a spouse, direct blood relative, direct marriage relative, or second blood relationship with the person in charge or manager of the client or person under investigation. I, my spouse, or minor children have an investment or financial interest-sharing relationship with the client or person under investigation. I or my spouse or minor children have funds to borrow from the client or the person under investigation. This does not apply if the principal is a financial institution and a person with normal dealings. Performing management consulting or other non-visa business that would impair independence. Failure to comply with the regulations of the competent authority for business matters regarding the rotation of accountants, handling accounting affairs on behalf of others, or other regulations that may affect independence. |
v | |
| 2. | As of the latest visa operation, there has been no change for seven years. | v | |
| 3. | There is no significant financial interest in the client. | v | |
| 4. | Avoid any inappropriate relationship with the client. | v | |
| 5. | Accountants should ensure that their assistants maintain honesty, impartiality and independence. | v | |
| 6. | The financial statements of the service organization within the two years before practicing are not allowed to be inspected for visas. | v | |
| 7. | The accountant's name may not be used by others. | v | |
| 8. | He does not hold any shares in the company or related companies. | v | |
| 9. | There is no money loan or borrowing from the company or its affiliated companies. | v | |
| 10. | There is no joint investment or interest-sharing relationship with the company or related companies. | v | |
| 11. | Those who do not concurrently hold regular jobs in the company or affiliated companies will receive a fixed salary. | v | |
| 12. | It does not involve the management function of making decisions of the company or related enterprises. | v | |
| 13. | Not concurrently engaged in other businesses that may lose its independence. | v | |
| 14. | He has no spouse or relative relationship within the second degree with the company's management personnel. | v | |
| 15. | No business-related commissions are collected. | v | |
| 16. | So far, I have not been punished or have been in any situation that compromised the principle of independence. | v |
The second member term (re-elected on May 30, 2023): From May 30, 2023 to May 29, 2026, the second salary and remuneration committee will meet twice in 2024. The attendance information is as follows :
| Title | Name | Actual attendance | Number of delegated attendances | Actual attendance rate (%) |
|---|---|---|---|---|
| Convener | Hsueh, Pin-Pin | 2 | 0 | 100% |
| Member | Yang, Cheng-Hsien | 1 | 1 | 50% |
| Member | Kao,Chih-Ting | 2 | 0 | 100% |
Remuneration Committee Responsibilities
This committee will faithfully perform the following duties and powers with the care of a good steward and submit its recommendations to the Board of Directors for discussion.
- Formulate and regularly review policies, systems, standards and structures for performance evaluation and salary remuneration of directors, supervisors and managers.
- Regularly evaluate and set the remuneration of directors, supervisors and managers .
- Salary and Remuneration Committee meeting information .
| Salary and Remuneration Committee | Proposal content and subsequent processing | Resolution result | The company's handling of the opinions of the salary and remuneration committee |
|---|---|---|---|
| 113.3.8 | 1. 2023 employee remuneration and director remuneration distribution plan. | All members of the committee agreed to adopt. | Proposals to the board of directors must be approved by all directors present. |
| 113.8.12 | 1. Review the company's 2023 director remuneration distribution plan. 2. Review the company's policies and standards for managers' salary and remuneration in 2024. |
All members of the committee agreed to adopt. | Proposals to the board of directors must be approved by all directors present. |
Other matters that should be recorded:
If the board of directors does not adopt or amend the recommendations of the salary and remuneration committee, it should state the date, period, content of the proposal, the results of the board of directors' resolutions, and the company's handling of the salary and remuneration committee's opinions (if the salary and remuneration approved by the board of directors is superior to the recommendations of the salary and remuneration committee) , the differences and reasons should be stated): This is not the case.
Functional committee member
| Title/Name | Audit committee | Remuneration Committee | Remark |
| Hsueh, Pin-Pin (Independent director) | V(Convener) | V(Convener) | |
| Yang, Cheng-Hsien (Independent director) | V | V | |
| WU, HUEI-YU (Independent director) | V | ||
| Kao,Chih-Ting (Independent director) | V | V |
Board of Directors
Vice President and General Manager, Phoenix Greater China President, BCM Embedded Computer Inc. President, BCM Embedded Computer Inc. Vice President of Sales, VIA Technologies, Inc. Country Manager, Intel Taiwan
| Title | Name | Experience |
|---|---|---|
| Chairman | Sung, Fu-Hsiang | Bachelor degree in Industrial Engineering, National Taipei University of Technology Anpei Enterprise Co., Ltd. Divisional Head, AST Research, Inc. Divisional Head, Kingston Technology Corporation |
| Director | Sung,Wei-Jer | PhD degree, Department of Electrophysics, National Chiao Tung University R&D Engineer, Advanced Epitaxy Technology Inc. Post Doctoral Researcher, Lucent Bell Lab Manager, Administrative Department, United Microelectronics Corporation Executive Assistant to the Chairman, Simplo Technology Co., Ltd. |
| Director | Cheng, Duen-Chian | Bachelor degree in Business Administration, National Taiwan University MBA, Columbia University President, UMC Capital Corporation Managing Director,ian-He Management Consulting Inc. Executive Director and President of Morgan Stanley Asia Limited Executive Director, Goldman Sachs Asia L.L.C. |
| Independent Director | Hsueh, Pin-Pin | MS, Finance Dept.,Tamkang University Independent Director,Simplo Technology Co., Ltd. Leader Management (BVI) Inc. (股) General Manager |
| Independent Director | Yang, Cheng-Hsien | Master of Law, Department of Law and Finance, Goethe University Frankfurt JD Partner, Jen-Song United Law FirmLecturer College of Finance and Banking, National Kaohsiung University of Science and TechnologyLecture Legal Consultant, Pacific Distribution Investment Co., Ltd Deputy General Manager, Pacific SOGO Department Stores Co., Ltd. |
| Independent Director | WU, HUEI-YU | NCCU Department of Statistics Director and President, Clientron Corp. Independent Director, Uni Travel Services Co., Ltd. Vice President, Genuine C&C Inc. |
| Independent Director | Kao,Chih-Ting | National Taiwan University EMBA AZ Venture LTD (股) Vice President CHUNG-CHIA () Manager |
Implement diversity
AES advocates and respects the policy of director diversity. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, it believes that the diversity policy will help improve the company's overall performance. The members of the board of directors are all selected based on the principle of meritocracy. They have diverse and complementary capabilities across industry fields, including basic composition (such as age, gender, nationality, etc.), and each has industry experience and related skills (such as: aviation, shipping, hotels, accounting, legal security, information technology and public welfare undertakings, etc.)), as well as business judgment, business management, leadership decision-making and crisis management capabilities. In order to strengthen the functions of the board of directors and achieve the ideal goal of corporate governance, Article 20 of the AES "Corporate Governance Code" clearly stipulates that the overall board of directors should possess the following abilities: 1. Business judgment ability 2. Accounting and financial analysis ability 3. Operation and management ability 4. Crisis management Ability 5. Industry knowledge 6. International market outlook 7. Leadership ability 8. Decision-making ability
AES attaches great importance to gender equality in the composition of the board of directors. Currently, 72% (5 members) of the board of directors are men and 28% (2 members) are women.
Diversified Core
| Director's name | Basic composition | Industrial experience | Professional ability | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Country of Citizenship | Gender | Have employee status |
Age | Independent director Years of tenure |
Battery module industry |
Operation and decision-making management capabilities |
Marketing and Business Promotion |
Financial management |
Lawyer | Accountant | ||||
| 41-50 years old | 51-60 years old | 61-70 years old | 71-80 years old | Less than 3 years | ||||||||||
| Sung, Fu-Hsiang | R.O.C | M | V | V | V | V | V | V | ||||||
| Trend Power Technology Holdings (Samoa) Co., Ltd Representative: Sung,Wei-Jer |
R.O.C | M | V | V | V | V | V | V | ||||||
| Cheng, Duen-Chian | R.O.C | M | V | V | V | |||||||||
| Hsueh, Pin-Pin | R.O.C | W | V | V | V | V | V | |||||||
| Yang, Cheng-Hsien | R.O.C | M | V | V | V | V | V | |||||||
| WU, HUEI-YU | R.O.C | W | V | V | V | V | V | |||||||
| Kao,Chih-Ting | R.O.C | M | V | V | V | V | V | |||||||
Board and functional committee performance evaluation
The company completed the performance evaluation of the board of directors, director members, remuneration committee and audit committee in March 2024, and held a board meeting on March 8, 2024 to report on the evaluation results and the direction for continued strengthening next year. The implementation status and evaluation results of the 2023 board of directors evaluation are as follows:
| Evaluation cycle | Evaluation period | Assessment scope | Assessment method | Assessment content | Assessment results | Suggestions |
| Executed once a year | 20231/1 To 12/31 |
Overall board of directors | Internal self-evaluation of the board of directors | Including the degree of participation in the company's operations, the quality of the board of directors' decision-making, the composition and structure of the board of directors, the selection and continuous training of directors, internal control, etc. | ]Excellent | No suggestions for improvement of operation have been provided . |
| Executed once a year | 20231/1 To 12/31 |
Individual board members | Director's self-evaluation | Including the understanding of the company's goals and tasks, awareness of directors' responsibilities, degree of participation in company operations, internal relationship management and communication, directors' professional and continuing education, internal control, etc. | Excellent | No suggestions for improvement of operation have been provided |
| Executed once a year | 20231/1 To 12/31 |
Remuneration Committee | Director's self-evaluation | Degree of participation in company operations, awareness of the responsibilities of the remuneration committee, decision-making quality of the remuneration committee, composition and member selection of the remuneration committee, internal control, etc. | Excellent | No suggestions for improvement of operation have been provided . |
| Executed once a year | 20231/1 To 12/31 |
Audit committee | Audit committee | The degree of participation in the company's operations, awareness of the responsibilities of the audit committee, the quality of the audit committee's decision-making, the composition and selection of members of the audit committee, internal control, etc. | Excellent | No suggestions for improvement of operation have been provided . |
2024 Board of Directors and Functional Committee Evaluation Results
| Assessment project | Operational situation (Note)1) | Differences and reasons from the Code of Practice on Corporate Governance of Listed Overseas Companies | ||
| YES | NO | Summary description | ||
|
V |
The company's board of directors adopted the "Board of Directors Performance Evaluation Measures" on April 10, 2020, stipulating that the board of directors should conduct a performance evaluation of the board of directors, director members, remuneration committee and audit committee at least once a year. Internal evaluation shall be conducted at the end of each year and the current year's performance evaluation shall be conducted in accordance with these Measures. The measurement items of the company's board of directors' performance evaluation include the following five aspects: (1) Degree of participation in company operations. (2) Improve the decision-making quality of the board of directors. (3) Board composition and structure. (4) Selection and continuing education of directors. (5) Internal control. The measurement items for the performance evaluation of board members include the following matters: (1) Understanding of the company and responsibilities. (2) Degree of participation in company operations. (3) Professional and continuing education of directors. (4) Internal control. The measurement items for the performance evaluation of the remuneration committee include the following matters: (1) Degree of participation in company operations. (2) Improve the decision-making quality of the Salary and Remuneration Committee (3) Composition and structure of the Salary and Remuneration Committee RU. (4) Selection of committee members The measurement items for the audit committee’s performance evaluation include the following matters: (1) Degree of participation in company operations. (2) Improve the decision-making quality of the audit committee (3)Composition and structure of the audit committee (4) Selection of committee members The evaluation is carried out by the Finance Department and is conducted using an internal questionnaire. It is divided into four parts: board operation, director participation, remuneration committee operation and audit committee. It adopts directors’ evaluation of the board’s operation, directors’ evaluation of their own participation, and remuneration committee’s evaluation of the committee’s operation. The Evaluation and Audit Committee evaluates the operations of the committee. The company completed the 2023 performance evaluation of the board of directors, director members, remuneration committee and audit committee in March 2024, and reported the evaluation results to the board of directors held on March 8, 2024. The evaluation result this year is excellent, and members of the board of directors and functional committees have not provided any suggestions for improvement of operations. |
尚無重大差異。 |
|
Prohibition of Insider Trading Regulations/Enforcement Situations
AES has formulated the "Administrative Measures to Prevent Insider Trading" and the "Corporate Governance Code of Practice" in the Investor Zone\Corporate Governance\Company Rules. Article 10 stipulates prohibition of insider trading and explanation of the closed period (directors shall not announce the annual financial report 30 days before , and trade its stocks during the closed period 15 days before the announcement of each quarterly financial report), and publicize important provisions and regulations and the latest orders and announcements from the competent authorities in the monthly email notification of insider shareholding changes.