Board of Directors

The  Board of Directors consists of nine directors, with rich experience in production and industry, and three independent external directors. The term of office is from June 22, 2017 to June 21, 2020.
In order to improve the corporate governance and improve the structure of the Board of Directors, the three independent directors formed the “audit committee” and the “remuneration committee” to implement the functions of independent monitoring and supervision.
The three independent directors’ expertise in industrial technology and management development requires the professionalism, skills and literacy required to perform their duties. In order to implement corporate governance and enhance the functions of the board of directors, Egis has established a “Board Performance Evaluation Method” in accordance with Article 37 of the Code of Practice for Corporate Governance.

Committee

The Audit Committee

Duties and Powers of the Audit Committee:

1. Adoption or amendment of an internal control system pursuant to Article 14-1.
2. Assessment of the effectiveness of the internal control system.
3. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
4. A matter bearing on the personal interest of a director.
5. A material asset or derivatives transaction.
6. A material monetary loan, endorsement, or provision of guarantee.
7. The offering, issuance, or private placement of any equity-type securities.
8. The hiring or dismissal of an attesting CPA, or the compensation given thereto.
9. The appointment or discharge of a financial, accounting, or internal auditing officer.
10. Annual and semi-annual financial reports.
11. Any other material matter so required by the company or the Competent Authority.

The decision of the preceding duties and powers shall be approved by more than half of the committee and shall then be submitted to the Board of Directors for resolution. If more than half of the members of the committee have not come to an agreement and more than two-thirds of the directors have, then the directors may pass their decision. The only exception would be the tenth line of the preceding list.

The Audit Committee is composed of all independent directors and a meeting is held at least once a quarter. For the meeting of the Committee and the attendance rate of each member, please refer to the annual  report and the public market information website.

The Remuneration Committee

Duties and Powers of the Remuneration Committee:

1. Periodically review the regulation and propose recommendations for amendments.
2. Establish and periodically review the annual and long-term performance goals, as well as the policies, systems, standards and structure for remuneration of the directors and managers of the Company.
3. Periodically assess the degree to which performance goals for the directors and managers of the Company have been achieved, and establish the contents and amounts of their individual remunerations.

The Compensation and Remuneration Committee consists of three independent directors and meets at least twice a year. For the meeting of the committee and the attendance rate of each member, please refer to the annual report and the public market information website.

Internal Audit

• An independent unit and is attached to the board of directors; in addition to regularly reporting auditing business to the chairman and independent directors, the audit supervisor should attend the report to the board of directors.
• Checks and evaluates the internal controls of the company’s operating procedures and reports on the design of such controls and whether the routine practice is appropriate and its effectiveness and efficiency; its scope of inspection covers all operations of the company and its subsidiaries.
• The audit work is mainly carried out in accordance with the audit plan approved by the board of directors. The annual audit plan is based on the results of the risk assessment.
• Perform project audits or reviews as needed. The implementation of general audits and project audits provides management to understand internal control functions.
• Internal audits review the results of the internal control of each unit and subsidiary of the company to ensure the quality of execution. The results of the investigation are reported to the board of directors as the basis for issuing an internal control statement.