Operation of the Committees
Committees
To strengthen the effective and sound governance mechanism of Aurotek’s Board of Directors, the Audit Committee and the Compensation Committee were officially established in June 2020 and December 2011, respectively. The Sustainability Committee was subsequently established in November 2024.
Title
Name
Education
Experience
Audit Committee
Compensation Committee
Sustainability Committee
Audit Committee
To strengthen the supervisory function and governance mechanism of the Board of Directors, Aurotek established the Audit Committee in June 2020. The committee is composed entirely of independent directors, with at least one member possessing expertise in accounting or finance. The term of office for independent directors on the committee is three years and may be renewed.
The convener represents the committee externally. The Audit Committee’s duties include:
1. Establishing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessing the effectiveness of the internal control system.
3. Establishing or amending procedures for major financial transactions as stipulated in Article 36-1 of the Securities and Exchange Act, including acquisition or disposal of assets, derivatives trading, lending of funds, and endorsements or guarantees for others.
4. Matters involving conflicts of interest with directors.
5. Major asset or derivatives transactions.
6. Major lending, endorsements, or guarantees.
7. Issuance or private placement of equity-type securities.
8. Appointment, dismissal, or remuneration of certifying CPAs.
9. Appointment or dismissal of financial, accounting, or internal audit officers.
10. Financial reports that require Board resolution as per regulatory authority.
11. Other major matters as prescribed by the company or regulators.
The convener represents the committee externally. The Audit Committee’s duties include:
1. Establishing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessing the effectiveness of the internal control system.
3. Establishing or amending procedures for major financial transactions as stipulated in Article 36-1 of the Securities and Exchange Act, including acquisition or disposal of assets, derivatives trading, lending of funds, and endorsements or guarantees for others.
4. Matters involving conflicts of interest with directors.
5. Major asset or derivatives transactions.
6. Major lending, endorsements, or guarantees.
7. Issuance or private placement of equity-type securities.
8. Appointment, dismissal, or remuneration of certifying CPAs.
9. Appointment or dismissal of financial, accounting, or internal audit officers.
10. Financial reports that require Board resolution as per regulatory authority.
11. Other major matters as prescribed by the company or regulators.
Organizational Charter
Operations
The committee’s term runs from May 29, 2026, to May 28, 2028. No meetings have been held in 2026 to date.
Name
Title
Meetings Attended
Proxy Attendance
Attendance Rate
Independent Directors’ Communications with the Internal Auditors and the Independent Auditors
Annual Major Resolutions
Remuneration Committee
The Company has established a Remuneration Committee in accordance with applicable laws. The committee shall act with the duty of care of a prudent manager and faithfully perform the following responsibilities, submitting recommendations to the Board of Directors for discussion:
1. Formulate and periodically review the policies, systems, standards, and structure for the performance evaluation and remuneration of directors and managers.
2. Regularly assess and determine the remuneration of directors and managers.
1. Formulate and periodically review the policies, systems, standards, and structure for the performance evaluation and remuneration of directors and managers.
2. Regularly assess and determine the remuneration of directors and managers.
Organizational Charter
Operations Overview
Committee term: June 9, 2023 to June 8, 2026.
A total of 3 meetings were held in 2024.
A total of 3 meetings were held in 2024.
Name
Title
Meetings Attended
Proxy Attendance
Attendance Rate
Annual Major Resolutions
Sustainability Committee
To fulfill the company’s sustainability goals and strengthen ESG governance, Aurotek established the Sustainability Committee in accordance with the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and the “Sustainable Development Best-Practice Principles.”
The committee was officially approved by the Board of Directors on November 8, 2024, and functions as a board-level functional committee. It consists of at least three members appointed by the Board, with a majority being independent directors. Currently, the committee is composed of three members: the Vice Chairman and two independent directors.
A dedicated “Sustainability Office” has also been established under the committee, led by the General Manager, to promote and execute sustainability initiatives across the company.
Relevant Sustainability Expertise and Competencies
1. Chang, I-Sheng, Vice Chairman, has a background in the electronics and automation industries and possesses expertise in business management, brand development, and corporate sustainability.
2. Chou, Ta-Jen, Independent Director, is a licensed attorney with experience in the technology, biotechnology, electronics, and venture capital industries. He possesses expertise in legal affairs, compliance, corporate governance, and corporate sustainability.
3. Liu, Kuan-Ting, Independent Director, is a licensed attorney with professional backgrounds in law and civil engineering construction. He possesses expertise in legal affairs, compliance, and corporate sustainability.
The committee was officially approved by the Board of Directors on November 8, 2024, and functions as a board-level functional committee. It consists of at least three members appointed by the Board, with a majority being independent directors. Currently, the committee is composed of three members: the Vice Chairman and two independent directors.
A dedicated “Sustainability Office” has also been established under the committee, led by the General Manager, to promote and execute sustainability initiatives across the company.
Relevant Sustainability Expertise and Competencies
1. Chang, I-Sheng, Vice Chairman, has a background in the electronics and automation industries and possesses expertise in business management, brand development, and corporate sustainability.
2. Chou, Ta-Jen, Independent Director, is a licensed attorney with experience in the technology, biotechnology, electronics, and venture capital industries. He possesses expertise in legal affairs, compliance, corporate governance, and corporate sustainability.
3. Liu, Kuan-Ting, Independent Director, is a licensed attorney with professional backgrounds in law and civil engineering construction. He possesses expertise in legal affairs, compliance, and corporate sustainability.
Organizational Charter
Operations
The current term of the committee is from November 8, 2024 to June 8, 2026. As of now, two meetings have been held.
Name
Title
Meetings Attended
Proxy Attendance
Attendance Rate
Annual Major Resolutions
Nominating Committee
To strengthen board effectiveness and enhance corporate governance, the Company established the Nominating Committee in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.” The Committee was approved by the Board on November 6, 2025, and consists of three directors appointed by board resolution. A majority of the members are independent directors, with Independent Director Mr. Liu Kuan-Ting serving as the convener and chairperson.
Under the Board’s authorization, the Committee shall act with due care and perform the following duties, submitting its recommendations to the Board:
1. Select and review director candidates and assess the independence of independent director nominees.
2. Review the performance of the Board, functional committees, and individual directors.
3. Conduct an annual assessment of independent directors’ independence.
4. Establish and review director training programs and succession plans.
5. Handle other matters assigned by the Board.
Under the Board’s authorization, the Committee shall act with due care and perform the following duties, submitting its recommendations to the Board:
1. Select and review director candidates and assess the independence of independent director nominees.
2. Review the performance of the Board, functional committees, and individual directors.
3. Conduct an annual assessment of independent directors’ independence.
4. Establish and review director training programs and succession plans.
5. Handle other matters assigned by the Board.
Organizational Charter
Operations Overview
From November 6, 2025 to June 8, 2026, no meetings were held during the year.
Title
Name
Meetings Attended
Proxy Attendance
Attendance Rate
