1、Compensation Committee
Following TWSE regulations, FITI formed its first Compensation Committee on 2011/12/20, and it was expired on 2014/6/24. The second Compensation Committee was formed on 2014/6/25 and expired on 2017/6/24. The third Compensation Committee was formed on 2017/5/26 and expired on 2020/5/25.The fouth Compensation Committee was formed on 2020/7/10 and expired on 2023/5/27.The fifth Compensation Committee was formed on 2023/5/30 and expired on 2026/5/29.The sixth Compensation Committee was formed on 2026/5/27 and expired on 2029/5/26.
The sixth Compensation Committee empowers Independent Board Member FRANK LEE、WU, SHU HUI、 Huang,Ya Hui , from 2026/5/27 to 2029/5/26. The functions and powers of the Compensation Committee are to set and regularly review the performance objectives and remuneration policies, systems, standards and structures of directors and managers, as well as the achievement of their performance objectives, and to set the content and amount of their individual remuneration.
♦ 2025 Compensation Committee Meeting, Agenda and Decision
♦ 2025 Attendance of each member of the Salary Compensation Committee
2.Audit Committee
According to Article 14-4 of the Securities and Exchange Act and Article 4 of the 'Regulations Governing the Exercise of Powers by Audit Committees of Public Companies,' our company voluntarily established the first Audit Committee upon the resolution of the shareholders' meeting on June 25, 2014, with a term from June 25, 2014, to June 24, 2017; the second Audit Committee had a term from May 26, 2017, to May 25, 2020; the third Audit Committee was approved by the shareholders' meeting on May 28, 2020 and consisted of all independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, and Mr. CHEN, HSI-CHIH, with a term from May 28, 2020, to May 27, 2023. On July 26, 2021, the shareholders' meeting elected an additional independent director, Ms. Huang,Ya-Hui, legally adding one audit committee member for a term from July 26, 2021, to May 27, 2023. The third Audit Committee thus changed to a four-member group, consisting of independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, Mr. CHEN, HSI-CHIH, and Ms. Huang Ya hui. The fourth Audit Committee, with a term from May 30, 2023, to May 29, 2026, also consisted of the four independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, Mr. CHEN, HSI-CHIH, and Ms. Huang, Ya hui. The fifth Audit Committee, with a term from May 27, 2026, to May 26, 2029, is composed of independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, Ms. Huang, Ya hui, and Mr. Chen, Tai ming.
The authority of the Audit Committee includes setting up or revising internal control systems, evaluating the effectiveness of internal controls, establishing or changing procedures for major financial transactions such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, or providing endorsements or guarantees for others. It also covers handling significant asset or derivative transactions, issuing or privately placing equity-type securities, appointing or dismissing auditors and determining their compensation, appointing or dismissing financial or internal audit managers, and reviewing annual and semi-annual financial reports, business reports, as well as proposals for profit distribution or loss coverage.
♦ 2025 Audit Committee Meeting, Agenda and Decision
♦ Member of Audit Committee
- FRANK LEE Independent Director
Title of Audit Committee:Member
Title of Compensation Committee:Chair
Education
♦ University of Cincinnati, Ohio, M.S & Ph.D Materials Science
Experience
♦ Photronics DNP Mask Corp. (Chairman/President)
- WU, SHU HUI Independent Director
Title of Audit Committee:Chair
Title of Compensation Committee:Member
Education
♦ National Taiwan University (Master of EMBA Accounting Group)
Experience
♦ AXIS CORPORATION (Director)
♦ TA CHENG CPAs & Co.(Partner)
♦ ShengChang Consultant Co., Ltd. (President)
- HUANG, YA-HUI Independent Director
Title of Audit Committee:Member
Title of Compensation Committee:Member
Education
♦ National Taiwan University (Master of EMBA Finance Group)
Experience
♦ Ambassador Hotel (Independent Director)
♦ Advagene Biopharma Co., Ltd. (Independent Director)
♦Hsinjing Holding Co., Ltd. (Director)
♦ Taicon Corporation (Director)
♦ Taiwan High Court (Judge)
- CHEN, TAI-MINGIndependent Director
Title of Audit Committee:Member
Title of Compensation Committee:NA
Education
♦ LLM, Boston University
Experience
♦ Senior Advisor, Jones Day
♦ Adjunct Professor, Graduate School of Law, Soochow University
♦ Adjunct Professor, Graduate School of Law, National Cheng Chi University
♦ Orient Pharma Co., Ltd. (Independent Director)
♦ SIMPLO TECHNOLOGY CO., LTD. (Director)
♦ CHINA MOTOR CORPORATION(Director)
♦ Communications between independent directors and CPA
1. The mothed of communication between independent directors and CPA
Independent directors and CPA hold regular meetings at least twice a year. The CPA explains their reviewed results of the Company's financial statements, including the scope and method of the review, key review matters and the company's governing situation and explains the recent rules or interpretations issued by competent authorities.
2. Previous communication matters between independent directors and CPA
♦ Other History → (Expand)
♦ 2024
♦ 2023
♦ 2021
♦ 2020
♦ 2019
♦ 2018
♦ 2017
♦ 2016
♦ The Communications between the Independent Directors and the Chief Internal Auditor
1. Communication Type
1. The chief internal auditor sends the audit reports and follow-up reports to the independent directors each month.
2. The chief internal auditor reports the annual audit plan execution and audit finding improvement status to independent directors at the Audit Committee meetings.The Audit Committee shall meet at least once a quarter and may meet at any time if necessary.
3. The chief internal auditor individually communicates with the independent directors without attendance of other directors and the management at least once a year.
4. Communication between the Audit Committee and the chief internal auditor is done via email, phone or face-to-face meetings as needed.
2. Meeting Topics
♦ Other History → (Expand)
♦ 2024
♦ 2023
♦ 2021
♦ 2020
♦ 2019
♦ 2018
♦ 2017
♦ 2016