Tongtai’s board of directors sets up two functional committees, the audit committee and the compensation committee, to facilitate the operation of the Board.
The Audit Committee assists the Board in fulfilling its oversight of the following major matters:
1. Fair presentation of the financial reports.
2. The hiring (and dismissal), indepemdence, and performance of the independent auditor.
3. The effective implementation of the internal control system.
4. Compliance with relevant laws and regulations.
5. Management of the existing or potential risks of the Comapny.
Under R.O.C. law, the membership of Audit Committee shall consist of all independent Directors. Tongtai's Audit Committee satisfies this statutory requirement.
The Audit Committee meets at least once every quarter.
Meanwhile, Tongtai has an internal audit department which is responsible for periodically presenting compliance audit results. Such audit results will be finally reviewed by the audit committee and the Board. A description of the communications between the independent directors, the internal auditors, and the independent auditors can be accessed here.
The Committee shall perform the following duties and present its recommendations to the board of directors for discussion:
1. Establishing and periodically reviewing the performance goals for the directors and managerial officers and the policies, systems, standards, and structure for their compensation.
2. Periodically assessing and setting the individual compensation for the directors and managerial officers.
The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to Tongai's Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. Currently, the Compensation Committee is comprised of all three independent directors.
The Compensation Committee meets at least twice every year.
Board Committee Membership
|Name||Audit Committee||Compensation Committee|
|Hui-Hsiung Chen, Independent Director||V(Chair)||
|Ting-Nung Shiau, Independent Director||V||V|
|Po-Han Wang, Independent Director||V||V|