Tongtai’s board of directors sets up two functional committees, the audit committee and the compensation committee, to facilitate the operation of the Board.

Audit Committee

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.

Communication Between the Independent Directors and the Certified Public Accountants

The Company’s certified public accountants regularly report to the independent directors on the audit or review results of the quarterly financial statements, as well as other communication matters required by relevant laws and regulations. In addition, should any significant or special circumstances arise, the certified public accountants will promptly communicate such matters to the independent directors to ensure timely information sharing.

Compensation Committee

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