Committees

Remuneration Committee

Operation of the Remuneration Committee

1.There are 4 members of our Remuneration Committee.
2.Tenure of the fifth Remuneration Committee: May 30, 2024 to May 29, 2027.

Composition of the Remuneration Committee:

Note：Please fill in Independent Director or Others. (Please identify the convener where appropriate.)

 

Audit Committee

Operation of the Audit Committee

In accordance with Article 14-4 of the Securities and Exchange Act, the Company has established the Audit Committee, which is composed of all Independent Directors of the Company. There are 4 members of our Audit Committee. Tenure of the fourth Remuneration Committee: May 30, 2024 to May 29, 2027.

1.Professional qualifications and experiences of Audit Committee members

Title （Note）	Name	Professional Qualification and Experience	Remarks
Independent director (Convener)	Lin, Yi-Jing	She graduated from the Department of Accounting in Tunghai University. She passed the Senior Examinations for Certified Public Accountants and has a CPA license. She was an assistant vice president of Deloitte & Touche, specializing in corporate finance and accounting. Serving as independent director in several companies including Contrel Technology Co., Ltd. and Sun Rise E&T Corporation, she has vast experience in business management as well as accounting and finance analysis to give opinions concerning corporate governance and operation management to the Board of Directors of the Company.	None
Independent director	Lin, Ren-Lin	He graduated from the City University of New York with a Master of Information Management. Once served as vice president of Hanyu Electronic Technology Co., Ltd. and president of Konlin Digital Technology Co., Ltd., he has been involved in the operation and strategic management of electronics industry for more than 20 years. He is now the president of Hsin Yi Recreation Enterprise Co., Ltd. He has vast experience in corporate governance, marketing, industry know-how, leadership, decision-making and business management to give opinions concerning corporate governance and operation management to the Board of Directors of the Company.	None
Independent director	Ou, Jia-Ruey	He graduated from the Institute of Transportation of National Chiao Tung University with a PhD. He has been the Director-general of Bureau of Energy, Ministry of Economic Affairs, President of Dayeh University, and chairperson of CPC Corporation, and accumulated vast experience in the industry, government and academy. He is now the chairperson of Sino-Arabian Cultural and Economic Association. He has vast experience in corporate governance, leadership, decision-making and business management to give opinions concerning corporate governance and operation management to the Board of Directors of the Company.	None
Independent director	Huang, Wen-Gu	He graduated with a PhD from the Department of Technology Application and Human Resource Development at National Taiwan Normal University. He has served as the Director General of the Export Processing Zone Administration of the Ministry of Economic Affairs (MOEA), Director of the Central Region Office of the MOEA, and Deputy Director-General at MOEA’s Small and Medium Enterprise and Startup Administration, accumulating extensive experience in industry, government, and academia. He is currently an independent director at Advanced Echem Materials Company Limited. With his vast experience in corporate governance, leadership, decision-making, and business management, he provides valuable insights on corporate governance and operational management to the Company's Board of Directors.	None

Note：Please fill in Independent Director or Others. (Please identify the convener where appropriate.)

2.The Audit Committee is responsible for the fair presentation of the Company’s financial statements; the appointment (discharge), independence and performance of the Company’s CPAs; the effective implementation of internal controls; regulatory compliance; and controls over existing or potential risks of the Company. Its main powers are listed as follows:

(1)To formulate or amend internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(2)To assess the effectiveness of the internal control system.
(3)To formulate or amend procedures for material financial or business activities pursuant to Article 36-1 of the Securities and Exchange Act; for example, acquisition or disposal of assets, derivatives transactions, loans to other parties, and provision of endorsements or guarantees to other parties.
(4)Matters involving Directors’ personal interests.
(5)Material asset or derivatives transactions.
(6)Material loans to other parties or provision of endorsement or guarantees.
(7)Offering, issuance, or private placement of equity-type marketable securities.
(8)Appointment and discharge of CPAs or their compensation.
(9)Appointment or discharge of a financial, accounting, or internal audit officer.
(10)Annual and semi-annual financial reports.
(11)Other material matters stipulated by the Company or the competent authorities.

3.Review financial reports

The Board has prepared the Company’s 2023 business report, consolidated and parent company only financial statements and earnings distribution proposal. The consolidated and parent company only financial statements were audited by independent auditors, CPAs Kuo, Li-Yuan and Liao, Hung-Ju, of Deloitte & Touche with independent auditors’ reports issued. The above-mentioned business report, consolidated and parent company only financial statements and earnings distribution proposal have been reviewed and determined to be accurate by the Audit Committee.

4.Assess the effectiveness of internal controls

The Audit Committee assessed the internal control system of the Company as of December 31, 2023. The assessment covered the level of achievement concerning the effectiveness and efficiency of operations; the reliability, timeliness and transparency of the financial reporting; and compliance with applicable laws and regulations. The design and execution of internal control systems were found to be effective.

5.CPAs

Audit Committee is responsible for assessing the independence of the Company’s accounting firm to ensure the impartiality of financial reports.

The certified public accountants (CPAs) reported 13 audit quality indicators (AQIs) to the Company before the Audit Committee and the Board of Directors approved the appointment of the auditors. Additionally, the independence evaluation of the CPAs was completed by the Finance Department using the "CPA Independence Evaluation Form" (based on the "Code of Professional Ethics Bulletin No. 10" and Article 47 of the Certified Public Accountant Act). This evaluation was submitted to the Audit Committee on December 21, 2023, for approval and was subsequently presented to the Board of Directors, which resolved to approve the appointment of Deloitte & Touche CPAs, Lee-Yuan Guo and Hung-Ju Liao, confirming that they meet the independence standards and are fully qualified to serve as the Company’s auditors for the fiscal year 2024.

 

Corporate Integrity Management Unit

Operation of the Corporate Integrity Management Unit

In order to establish sound integrity management and foster a corporate culture of integrity, the Company referred to the integrity management guidelines of listed and over-the-counter companies. In October 2015, the Board of Directors approved the Code of Integrity Management as the Company’s highest integrity policy. Based on the Code of Integrity Management established by the Board, the Company also developed the Integrity Management Operating Procedures and Code of Conduct, with the Integrity Management Committee serving as the dedicated unit responsible for revising, implementing, and providing consultation services on these procedures and guidelines. The Committee reports to the Board of Directors annually in March.

Our implementation of integrity management includes providing the CWTC Group Code of Conduct Handbook to new employees upon joining and conducting regular training and awareness programs. In 2022, a total of 151 internal and external participants attended training sessions on integrity management topics, including compliance with integrity management regulations and internal controls.

 

Sustainable Development Committee

In order to promote sustainable development, we established the Sustainable Development Committee, with the Chairman of the Board serving as the Committee's Chairperson and Convener. The other members are appointed by the Board of Directors, with at least half of the members being independent directors. The term of office for the members is the same as the term of the Board of Directors that appoints them.

Operation of the Sustainable Development Committee

1.There are 3 members of our Sustainable Development Committee.
2.Tenure of the first Sustainable Development Committee: May 30, 2024 to May 29, 2027.

Composition of the Sustainable Development Committee:

Structure for Promotion of Sustainable Development

 

The Sustainable Development Committee, under the authority of the Board of Directors, shall diligently perform the following duties with the care of a prudent manager and report regularly to the Board:

(1) Develop, promote, and strengthen the Company’s sustainability policies, annual plans, and strategies.
(2) Review, track, and revise the execution and effectiveness of sustainability initiatives.
(3) Oversee the disclosure of sustainability information and review the sustainability report.
(4) Supervise the implementation of the company’s sustainability code or other sustainability-related tasks as resolved by the Board.

The Board of Directors supervises and provides guidance on environmental, social, and corporate governance (ESG) issues related to sustainability. In addition to reviewing the progress of strategies, the Board urges the management team to make adjustments when necessary.

The Company’s sustainability-related units are responsible for promoting various sustainability initiatives and plans, and they regularly report their progress to the Sustainable Development Committee.

(1) Corporate Governance Unit: Responsible for ensuring compliance with corporate governance laws and regulations, formulating reasonable compensation policies, employee performance evaluation systems, education and training, stakeholder communication mechanisms, and achieving the Company’s sustainability goals.
(2) Sustainable Environment Unit: Responsible for environmental management systems, compliance with environmental laws and international standards, evaluating sustainable transformation, improving resource utilization, developing climate change adaptation mechanisms, and establishing dedicated personnel for environmental management to achieve environmental sustainability goals.
(3) Social Welfare Unit: Responsible for human rights management policies and procedures, compliance with human rights-related laws and international standards, establishing internal and external communication among all members of the organization and key members of the value chain, evaluating related risks and management mechanisms, and promoting community and cultural development to achieve sustainable operations.
(4) Sustainable Disclosure Unit: Responsible for sustainable information management policies, compliance with regulations and international standards related to sustainability disclosure, ensuring the full disclosure of relevant and reliable sustainability information to enhance transparency in sustainability reporting.

Main Agenda Items of the Sustainable Development Committee

Period / Date	Main Agenda
1th Time, 1th Session December 18, 2024	1. 2024 GHG Inventory and Assurance Execution Status. 2. Progress and Plans for the 2024 Sustainability Report and Annual Report. 3. Planning for the 2024 TCFD Climate-Related Financial Disclosure Report. 4. Establish Sustainable Information Management Regulation and Sustainable Information Internal Control System. 5. Report on the Implementation of Risk Management Policies.

 

Risk Assessment for Promotion of Sustainable Development

Material Issue	Risk Evaluation Item	Risk Management Policy and Measure
Environment	Environmental protection	Promote reduced water usage in the manufacturing process, establish wastewater recycling facilities, and improve wastewater treatment efficiency with an annual target to increase the recycling volume by 10%.
	Climate change	Implement energy conservation and carbon reduction initiatives, conducting GHG inventories annually to gradually reduce carbon dioxide emissions.
Society	Workplace safety	Conduct at least two plant-wide disaster prevention drills and emergency responses every year, covering scenarios such as earthquakes, fires, and chemical spills, based on operational characteristics and types of hazards.
	Employees recruitment and training	Prioritize local hires when recruiting and employing new team members. Our company training courses include new employee orientation and on-the-job training, with assessments and evaluations conducted to motivate employees and ensure appropriate empowerment.
Corporate Governance	Regulatory compliance	Ensure that all personnel and operations fully comply with relevant laws and regulations by establishing a governance structure and implementing internal control mechanisms.