Attendance of Members at Remuneration Committee Meetings
There are 3 members in the Remuneration Committee. A total of 3 (A) Remuneration Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows::
Title
Name
Attendance in Person(B)
By Proxy
Attendance Rate (%)【B/A】
Remarks
Convener
Ed Tang
3
0
100
Committee Member
Jackie Ding
3
0
100
Committee Member
Kun Shan Lin
3
0
100
Other mentionable items:
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.
Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.
The results of the 2024 annual discussion proposal and resolution of the Compensation and Remuneration Committee, and the company's handling of members' opinions:
Bachelor Degree in Electrical Engineering, National Cheng Kung University
Master Degree in Electrical Engineering, Southern Methodist University
Vice President, Texas Instruments (Retirement)
Vice President of Administration, Diodes Incorporated (Retirement)
Oct.16, 2023
(2) Articles:
Items
Download
Audit Committee Constitution
項目
下載
Discussion matters and resolution results
(3) Summary of main communication issues between Independent directors and internal audit supervisors in 2024 :
Date
Contents
Communication & Conclusion
2024/02/26
1.Internal audit executive report
After review by the Audit Committee, none of the independent directors had any objection or other instructions.
2.Statement on Internal Control System for 2023
After approval by the audit committee, it had been submitted to the BOD for resolution.
2024/04/30
1.Internal audit executive report
After review by the Audit Committee, none of the independent directors had any objection or other instructions.
2024/07/26
1.Internal audit executive report
After review by the Audit Committee, none of the independent directors had any objection or other instructions.
2024/10/28
1.Internal audit executive report
After review by the Audit Committee, none of the independent directors had any objection or other instructions.
2.「2025 Annual Audit Plan」
After approval by the audit committee, it had been submitted to the BOD for resolution.
(4) Summary of main communication issues between Independent directors and CPA in 2024 :
Date
Contents
Communication & Conclusion
2024/02/26
Consolidated and individual financial statements for 2023, submitted for review
Description of key factor items
Financial statements and description of important accounting items
After approval by the audit committee, it had been submitted to the BOD for resolution.
2024/04/30
Consolidated and individual financial statements for the first quarter of 2024, submitted for review
Description of key factor items
Financial statements and description of important accounting items
After approval by the audit committee, it had been submitted to the BOD for resolution.
2024/07/26
Consolidated and individual financial statements for the second quarter of 2024, submitted for review
Description of key factor items
Financial statements and description of important accounting items
After approval by the audit committee, it had been submitted to the BOD for resolution.
2024/10/28
Consolidated and individual financial statements for the third quarter of 2024, submitted for review
Description of key factor items
Financial statements and description of important accounting items
After approval by the audit committee, it had been submitted to the BOD for resolution.
Audit Committee Information
A total of 5 (A) Audit Committee meetings were held in the previous period in 2024. The attendance of the independent directors was as follows:
Title
Name
Attendance in Person (B)
By Proxy
Attendance Rate (%)【B/A】
Remarks
Independent Director/ Convener
Jackie Ding
5
0
100
Independent director/ Committee Members
Kun Shan Lin
5
0
100
Independent director/ Committee Members
ED Tang
5
0
100
Other mentionable items:
If there are the circumstances referred to in Article 14-5 of the Securities and Exchange Act and resolutions which were not approved by the Audit Committee but were approved by two thirds or more of all directors, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified: None
If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None
Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.)
The internal auditors have communicated the result of the audit reports to the members of the Audit Committee periodically, and have presented the findings of all audit reports in the quarterly meetings of the Audit Committee. Should the urgency of the matter require it, the Company's chief internal auditor will inform the members of the Audit Committee outside of the regular reporting. The communication channel between the Audit Committee and the internal auditor has been functioning well.
The Company’s CPAs have presented the findings or the comments for the quarterly corporate financial reports, as well as those matters communication of which is required by law, in the regular quarterly meetings of the Audit Committee. Under applicable laws and regulations, the CPAs are required to communicate to the Audit Committee any material matters that they have discovered. The communication channel between the Audit Committee and the CPAs has been functioning well.