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Corporate Governance

Board Committees

Compensation Committee:

I. The Company has established the Compensation Committee and its bylaws on December 23rd, 2011, in compliance with Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. According to Article 5 of the bylaw, the Compensation Committee shall be composed of three committee members. that appointed by the Board of Directors.

The Compensation Committee is responsible for professionally and objectively evaluating the Company’s overall compensation and benefits policy, compensation policy and system of the directors, supervisors and managers, proposing recommendations to the Board of Directors for decision-making.

Details of the Compensation Committee Members

Identification
(*1)
Qualifications

Full Name
At least Five Years of Work Experience
And Following Qualifications
Independence Status(*2) The number of compensation committee of a publicly traded company the person also currently serves on Note
(*3)
An Instructor or Higher Position in Commerce, Law, Finance Accounting or Other Department Relevant to Company Operations (of Either Public or Private University/ College) Judge, Public Prosecutor, Lawyer, Accountant or Other Professional or Technical Specialists With a National Examination Certificate in a Profession Necessary to Company Operations Work Experience in the Field of Commerce, Law, Finance, Accounting or Other Area Relevant to Company Operations 1 2 3 4 5 6 7 8
Independent Director Chein-Ming, Hsu No No Yes V V V V V V V V 0 Yes
Independent Director Wen-I Lo No Yes Yes V V V V V V V V 0 Yes
Independent Director Shi-Chern Yen Yes Yes Yes V V V V V V V V 0 Yes

*1:Fill in as director”, “independent director” or “other”.
*2:Check in each box if the committee member matches the requirement two years prior to the election to committee member and during the term of office.
(1) The director/supervisor is not an employee of the Company or any of its affiliated companies.
(2) The director/supervisor does not serve as member of the Board of Directors or supervisor of the Company or any of its affiliated companies. This does not apply to those who serve as an independent director of the Company, its parent company or any subsidiary company, which the Company owns directly or indirectly over 50% of its voting shares.
(3) The director/supervisor, his or her spouse or any minor children, or, under the name of another party, does not hold 1% or more of the Company’s issued shares, or does not be one of the Company’s top ten largest natural-person shareholders.
(4) The director/supervisor is not the spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of any of the persons mentioned in the preceding three conditions.
(5) The director/supervisor does not serve as a director, supervisor or employee of a corporate shareholder that holds 5% or more of the issued shares of the Company, or serve as a director, supervisor or employee of a corporate shareholder which is the Company’s top five largest natural-person shareholders.
(6) The director/supervisor does not serve as a director, supervisor or manager of the company which has financial or business relationships with the Company, or as a shareholder holding 5% or more shares of the company that has financial or business relationships with the Company.
(7) The director/supervisor does not serve as a professional or an owner, partner, director, supervisor, manager or the spouse thereof, that provides commercial, legal, financial, accounting services or consultation to the Company or any of its affiliations.
(8) The director/supervisor is not defined by any of the conditions listed in Article 30 of the Company Act.

*3:If the committee member serves as the director of the Board, demonstrate if he/she complies with Paragraph 5 of Article 6 of Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.

Operation of the Compensation Committee:
1. The Compensation Committee consists of three members.
2. Terms of office:May 26th, 2017 ~ May 25th, 2020.
3. The committee convened meeting twice in 2016, with details of the meeting as follows:

Title Full name Attendance In Person By Proxy Actual Attendance Rate Note
Convener Po-Hsun Chen 2 2 100%
Member Ming-Tung Kuo 2 2 100%
Member Bo-Shan Hsu 2 2 100%
Other information:
1. The Board of Directors shall record the date and session of Board Meeting, contents of motions, resolution, and measures taken concerning the recommendation of the Compensation Committee, if it does not adopt or decide to revise the recommendation (For example, if the compensation passed by the Board of Directors is higher than the recommendation proposed by the Compensation Committee, the Board shall record the differences and reasons): N/A.
2. The Compensation Committee shall record the date, session, contents of motions, opinions of all members and measures taken, if any member expresses objections or reservations which have been included in records or stated in writing to the resolution of the committee meeting: N/A.

Audit Committee:

The Company has established the Audit Committee and its bylaws on April 11st, 2017, in compliance with Article 14-4 of the Securities and Exchange Act. and Regulations Governing the Exercise of Powers by Audit Committees of Public Companies. According to Article 4 of the bylaw, the Audit Committee shall consist of all independent directors and the number of committee members shall not be fewer than three.

The main function of the Audit Committee is to supervise the following matters:
1.Fair presentation of the financial reports of the Company.
2.The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
3.The effective implementation of the internal control system of the Company.
4.Compliance with relevant laws and regulations by the Company.
5.Management of the existing or potential risks of the Company.

Operation of the Audit Committee:
1. The Compensation Committee consists of three members.
2. Terms of office:May 26th, 2017 ~ May 25th, 2020.
3. Details of the meeting as follows:

Title Full name Attendance In Person By Proxy Actual Attendance Rate Note
Convener Wen-I Lo - - -
Member Chein-Ming, Hsu - - -
Member Shi-Chern Yen - - -