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Remuneration Committee
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Purpose: Periodic Reviews of Remuneration Matters
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The Company’s Remuneration Committee shall convene at least two meetings per year. |
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Acting in a professional and objective capacity, the Committee evaluates the remuneration policies and systems for the Company’s directors and senior executives and submits recommendations to the Board of Directors for reference in its decision-making. |
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| 1. Authorities and Responsibilities of the Remuneration Committee |
| The Committee shall perform the following duties with the due care of a prudent administrator and in good faith, and submit its recommendations to the Board for deliberation:
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| 1-1 |
To formulate and periodically review the policies, systems, standards, and structure for the performance evaluation and remuneration of the Company’s directors and senior executives. |
| 1-2 |
To regularly evaluate and determine the remuneration of directors and senior executives. |
| 2. Principles Governing the Exercise of the Committee’s Functions
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| 2-1 |
To ensure that the Company’s remuneration arrangements comply with applicable laws and regulations and are sufficient to attract and retain outstanding talent. |
| 2-2 |
The performance evaluation and remuneration of directors and senior executives shall be determined with reference to prevailing industry practices and shall take into account the time devoted, responsibilities assumed, performance in other positions held, remuneration for comparable positions within the Company in recent years, as well as the achievement of the Company’s short- and long-term business objectives and its financial condition, so as to reasonably reflect the linkage between individual performance, corporate performance, and future risks. |
| 2-3 |
Remuneration arrangements shall not induce directors or senior executives to engage in conduct that exceeds the Company’s risk appetite in pursuit of compensation. |
| 2-4 |
The proportion of bonuses tied to short-term performance for directors and senior executives, as well as the timing of payment of variable remuneration, shall be determined with due consideration of industry characteristics and the nature of the Company’s business. |
| 2-5 |
Where matters concerning the remuneration of any Committee member are discussed at a meeting, such member shall disclose the matter at the meeting and, where there is a potential conflict of interest or risk of harm to the Company’s interests, shall abstain from discussion and voting, and shall not exercise voting rights on behalf of any other Committee member. |
Members of the Remuneration Committee
The Company’s Remuneration Committee consists of three members, all of whom are independent directors.
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Position
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Name
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Background
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Convener
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Wen-Che Tseng
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Independent Director / Audit Committee Member /
Remuneration Committee Member, Catcher Technology Co., Ltd.
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Member
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Tsorng-Juu Liang
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Independent Director / Audit Committee Member /
Remuneration Committee Member, Catcher Technology Co., Ltd.
Associate Dean, College of Electrical Engineering and Computer Science, National Cheng Kung University
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Member
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Wen-Hsiung Chan
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Independent Director / Audit Committee Member /
Remuneration Committee Member, Catcher Technology Co., Ltd.
Chairman, Advanced Echem Materials Company Limited
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Attendance of the Remuneration Committee
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In FY2025, the Company’s Remuneration Committee convened a total of three meetings. Attendance of the three independent directors is summarized as follows:
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Independent Director
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Meetings Attended in Person
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Attendance by Proxy
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Attendance Rate
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Wen-Che Tseng
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3
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0
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100%
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Tsorng-Juu Liang
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3
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0
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100%
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Wen-Hsiung Chan*
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2
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0
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100%
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* Mr. Wen-Hsiung Chan was newly appointed as a member of the Remuneration Committee on May 27, 2025; he was required to attend two meetings in FY2025.
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Key Activities of the Remuneration Committee
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| The Company’s Remuneration Committee consists of three members, all of whom are independent directors. The Committee convenes at least two meetings per year to review the Company’s remuneration policies and the compensation of directors and senior executives, ensuring that the remuneration framework remains reasonable and competitive in the market.
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| In FY2025, the Remuneration Committee held a total of three meetings, with the principal matters reviewed and discussed as follows:
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Formulation and periodic review of the policies, systems, standards, and structure for performance evaluation and remuneration of directors and senior executives. |
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Regular evaluation and determination of remuneration for directors and senior executives. |
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Remuneration Committee Meeting Information
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In FY2025, the Company’s Remuneration Committee convened meetings to review and evaluate the Company’s remuneration-related matters, with key areas of focus as follows:
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Date
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Agenda
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Resolution
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2025.02.24
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• Evaluation of the remuneration, salary payments, and compensation structure for the Company’s directors and senior executives.
• Review of the provision plans for employee compensation and directors’ remuneration for FY2024.
• Review of performance evaluation results for directors, the Board of Directors, and functional committees.
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Unanimously approved by all Committee members and duly submitted to the Board of Directors in accordance with applicable regulations.
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2025.08.08
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• Distribution of directors’ remuneration for FY2024.
• Distribution of employee remuneration for managers for FY2024.
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Unanimously approved by all Committee members and duly submitted to the Board of Directors in accordance with applicable regulations.
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2025.11.06
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• Policy on linking senior management compensation to ESG-related performance
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Unanimously approved by all Committee members and duly submitted to the Board of Directors in accordance with applicable regulations.
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Audit Committee
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Purpose and Authorities
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The Company’s Audit Committee shall convene at least one meeting per quarter and may convene additional meetings as necessary.
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1. The primary purpose of the Audit Committee is to supervise the following matters:
1-1 The fair presentation of the Company’s financial statements.
1-2 The appointment (or dismissal) of the independent auditors and the evaluation of their independence and performance.
1-3 The effective implementation of the Company’s internal control system.
1-4 The Company’s compliance with relevant laws and regulations.
1-5 The control and management of existing or potential risks faced by the Company.
2. The Audit Committee is responsible for the following matters:
2-1 Formulating or amending the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2-2 Assessing the effectiveness of the internal control system.
2-3 Formulating or amending, pursuant to Article 36-1 of the Securities and Exchange Act, the procedures for major financial and business activities, including acquisition or disposal of assets, derivatives trading, lending of funds to others, and endorsements or guarantees provided for others.
2-4 Matters involving conflicts of interest of directors.
2-5 Material asset transactions or derivatives transactions.
2-6 Material lending of funds, endorsements, or guarantees.
2-7 Public offerings, issuances, or private placements of equity-type securities.
2-8 Appointment, dismissal, or remuneration of the independent auditors.
2-9 Appointment or dismissal of financial, accounting, or internal audit officers.
2-10 Annual financial reports signed or sealed by the Chairman, managerial officers, and the chief accounting officer.
2-11 Business reports and proposals for earnings distribution or loss offsetting.
2-12 Other material matters as required by the Company or the competent authorities.
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Members of the Audit Committee
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The Company’s Audit Committee consists of three members, all of whom are independent directors.
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Position
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Name
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Background
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Convener
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Wen-Che Tseng
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Independent Director / Audit Committee Member /
Remuneration Committee Member, Catcher Technology Co., Ltd.
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Member
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Tsorng-Juu Liang
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Independent Director / Audit Committee Member /
Remuneration Committee Member, Catcher Technology Co., Ltd.
Associate Dean, College of Electrical Engineering and Computer Science, National Cheng Kung University
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Member
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Wen-Hsiung
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Independent Director / Audit Committee Member /
Remuneration Committee Member, Catcher Technology Co., Ltd.
Chairman, Advanced Echem Materials Company Limited
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Attendance of the Audit Committee
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In FY2025, the Company’s Audit Committee convened a total of five meetings. Attendance of the three independent directors is as follows:
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Independent Director
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Meetings Attended in Person
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Attendance by Proxy
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Attendance Rate
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Wen-Che Tseng
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5
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0
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100%
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Tsorng-Juu Liang
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5
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0
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100%
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Wen-Hsiung Chan*
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2
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0
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100%
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* Mr. Wen-Hsiung Chan was newly appointed as a member of the Audit Committee on May 27, 2025; he was required to attend two meetings in FY2025.
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Key Activities of the Audit Committee
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The Company’s Audit Committee consists of three members, all of whom are independent directors. The Committee convenes meetings on a quarterly basis prior to meetings of the Board of Directors to review the implementation of the internal control system and internal audit activities, as well as major financial and business transactions. The Committee also maintains regular communication and exchanges with certified public accountants (CPAs) to effectively oversee the Company’s operations and risk management.
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In FY2025, the Audit Committee convened five meetings, with the principal matters reviewed and discussed as follows:
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Review of quarterly financial statements
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Establishment or amendment of the internal control system and related policies and procedures
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Evaluation of the effectiveness of the internal control system
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Asset acquisitions and loaning of funds transactions
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Review of the Business Report and proposals for earnings distribution
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Evaluation of the independence of CPAs and accounting firm’s audit quality indicators
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Review of credit facilities granted by financial institutions
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Audit Committee Meeting Information
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In FY2025, key subjects discussed at the meetings convened by the Company’s Audit Committee are summarized as follows:
| Date |
Agenda |
Resolution |
| 2025.02.24 |
• Consolidated and parent company financial statements for FY2024.
• Business report for FY2024.
• Statement of internal control system for FY2024.
• Amendments to certain provisions of the Articles of Incorporation.
• Periodic evaluation of the independence of the certified public accountant.
• Periodic evaluation of audit quality indicators (AQIs) of the accounting firm.
• Proposal to establish the “Pre-approval Review Procedures for the Provision of Non-assurance Services”.
• Loaning of funds to the Vietnam subsidiary.
• Ratification of the acquisition of operating equipment from related parties.
• Other accounting and auditing matters.
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Approved unanimously by all committee members and duly announced in accordance with the regulations of the competent authority.
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| 2025.04.16 |
• Distribution of earnings for the second half of FY2024.
• Proposal to lift non-compete restrictions for newly elected directors and their representatives.
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Approved unanimously by all committee members and duly announced in accordance with the regulations of the competent authority.
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| 2025.05.09 |
• Consolidated financial statements for the first quarter of FY2025.
• Ratification of the acquisition of operating equipment from related parties.
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Approved unanimously by all committee members and duly announced in accordance with the regulations of the competent authority.
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| 2025.08.08 |
• Consolidated financial statements for the second quarter of FY2025.
• Application for extension of the Company’s self-guarantee for customs duties in the amount of NT$10 million.
• Other accounting and auditing matters.
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Approved unanimously by all committee members and duly announced in accordance with the regulations of the competent authority.
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| 2025.11.06 |
• Business Report for the first half of FY2025.
• Proposal for earnings distribution for the first half of FY2025.
• Proposal regarding the consolidated financial statements for the third quarter of FY2025.
• Proposed amendments to the internal control system.
• Loaning of funds to Topo Technology (Thailand) Co., Ltd.
• Ratification of the acquisition of operating equipment from related parties.
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Approved unanimously by all committee members and duly announced in accordance with the regulations of the competent authority.
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Sustainability Development and Risk Management Committee
Purpose and Authority
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The Company’s Sustainability Development and Risk Management Committee shall convene at least once a year and may hold meetings at any time as necessary.
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Acting under the authorization of the Board of Directors and in accordance with the duty of care of a prudent administrator, the Committee shall faithfully perform the following duties and submit relevant matters to the Board of Directors for review as appropriate:
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1. |
Formulate, promote, and strengthen the Company’s sustainability direction, including climate change and environmental protection, social and human rights issues, as well as corporate governance and risk management matters; and establish related objectives and implementation strategies.
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2. |
Monitor and review the status of sustainability implementation.
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3. |
Supervise sustainability-related information disclosure to enhance the accuracy and transparency of sustainability information.
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4. |
Oversee the execution of sustainability-related initiatives approved by the Board of Directors.
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Members of the Sustainability Development and Risk Management Committee
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The Committee comprises three members, including the Chairman of the Board and two independent directors, with a term of office from November 6, 2025 to May 26, 2028. All members possess demonstrated expertise and professional capabilities in risk management, crisis management, and sustainability-related matters.
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Position
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Name
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Educational/Work Experience
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Sustainability-Related Expertise
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| Chair & Convener(Director) |
Shui-Shu Hung
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Department of Medicine, National Taiwan University
Chairman, Catcher Technology Co., Ltd.
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• Environmental and climate governance (GHG inventory, energy conservation, and carbon reduction)
• Human rights and employee rights protection
• Digital and AI risk management and information security
• Implementation of IFRS sustainability disclosure standards
• Renewable energy, carbon pricing, and carbon market practices
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| Member(Independent Director) |
Tsorng-Juu Liang
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Ph.D., Department of Electrical Engineering, University of Missouri
Associate Dean, College of Electrical Engineering and Computer Science, National Cheng Kung University
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• Board governance and risk oversight
• Ethical business conduct and legal & regulatory compliance
• Cybersecurity governance and risk control
• Intellectual property management and risk mitigation
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| Member(Independent Director) |
Wen-Hsiung Chan
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Master of International Business, National Taiwan University
Chairman, Advanced Echem Materials Co., Ltd.
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• ESG trends and tax governance
• Corporate governance
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Attendance of the Sustainability Development and Risk Management Committee
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In accordance with the Sustainability Development and Risk Management Committee Charter of Catcher Technology Co., Ltd., the Company’s Sustainability Development and Risk Management Committee shall convene at least one meeting annually. One meeting was held in FY2025. The attendance of the three committee members was as follows:
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Independent Director
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Meetings Attended in Person
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Attendance by Proxy
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Attendance Rate
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| Shui-Shu Hung |
1
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0
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100%
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| Tsorng-Juu Liang |
1
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0
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100%
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| Wen-Hsiung Chan |
1
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0
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100%
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Meeting Information of the Sustainability Development and Risk Management Committee
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In FY2025, key subjects discussed at the meetings convened by the Company’s Sustainability Development and Risk Management Committee are summarized as follows:
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Date
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Agenda
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Resolution
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| 2025.12.30 |
Election of the Convener of the Sustainability and Risk Management Committee.
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All committee members unanimously elected Mr. Shui-Shu Hung as the Convener.
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Proposal to establish the Sustainability Development Best Practice Principles.
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Unanimously approved by all committee members and submitted to the Board of Directors for resolution.
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Implementation status and future objectives of corporate sustainability development and risk management in FY2025.
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Unanimously approved by all committee members and submitted to the Board of Directors for resolution.
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Performance Evaluation of Functional Committees
On November 10, 2023, the Company’s Board of Directors approved amendments to the “Board of Directors and Functional Committees Performance Evaluation Procedures,” stipulating that performance evaluations of the Board of Directors, individual directors, and functional committees shall be conducted on an annual basis. On February 24, 2025, the Company reported the results of the 2024 performance evaluations to the Board of Directors. The relevant details are summarized as follows:
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Evaluation Period: January 1, 2024 to December 31, 2024
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Scope of Evaluation: Performance evaluations of the Board of Directors as a whole, individual directors, and functional committees
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Evaluation Method: Internal questionnaire-based assessments, including self-evaluations by the Board of Directors, self-evaluations by individual directors, and self-evaluations by members of the functional committees
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Evaluation Criteria:
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Board of Directors Performance Evaluation |
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Assessed across the following five dimensions: |
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1. |
Level of participation in the Company’s operations |
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2. |
Enhancement of the quality of Board decision-making |
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3. |
Board composition and structure |
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4. |
Selection and continuing education of directors |
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5. |
Internal control |
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Individual Director Performance Evaluation |
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Assessed across the following six dimensions: |
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1. |
Understanding of the Company’s goals and missions |
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2. |
Awareness of directors’ duties and responsibilities |
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3. |
Board composition and structure |
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4. |
Internal relationships and communication |
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5. |
Professional expertise and continuing education of directors |
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6. |
Internal control |
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Functional Committee Performance Evaluation (Audit and Remuneration Committees) |
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Assessed across the following five dimensions: |
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1. |
Level of participation in the Company’s operations |
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2. |
Understanding of the roles and responsibilities of the functional committees |
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3. |
Enhancement of the quality of functional committee decision-making |
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4. |
Composition of functional committees and selection of members |
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5. |
Internal control |
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Evaluation Results: The results of the Board performance evaluation shall serve as a reference for the selection or nomination of directors, while the performance evaluation results of individual directors shall be used as a reference in determining their individual remuneration. In FY2024, the overall Board of Directors, individual directors, and functional committees (including the Audit Committee and the Remuneration Committee) all achieved performance evaluation scores exceeding 90, indicating excellent performance. |
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Communication Between Independent Directors and the Independent Auditors
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In addition to holding regular annual face-to-face meetings, the independent directors of the Company’s Audit Committee maintain communication and discussions with the independent auditors in written form when necessary. The scope of such communication and discussions includes the auditors’ independence in auditing the Group’s consolidated financial statements, their respective responsibilities, audit planning matters, and other related issues.
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Based on the Group’s consolidated financial statements and the independent auditors’ audit reports and opinions, the Audit Committee completes its review and issues the corresponding review report.
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Communication between independent directors and independent auditors for FY2025:
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Date
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Meeting
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Communication Items
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Opinions of Independent Directors
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| 2025.02.24 |
Audit Committee meetings
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• The independent auditors presented and explained the audited parent company and consolidated financial statements for FY2024, together with the auditors’ audit reports.
• Communication regarding key audit matters included in the audit report.
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The independent directors and the auditors engaged in thorough discussions, and the independent directors raised no objections.
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| 2025.05.09 |
Audit Committee meetings
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•The independent auditors presented and explained the reviewed consolidated financial statements for the first quarter of FY2025, together with the auditors’ review report.
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The independent directors and the auditors engaged in thorough discussions, and the independent directors raised no objections.
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| 2025.08.08 |
Audit Committee meetings
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•The independent auditors presented and explained the reviewed consolidated financial statements for the second quarter of FY2025, together with the auditors’ review report.
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The independent directors and the auditors engaged in thorough discussions, and the independent directors raised no objections.
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| 2025.11.06 |
Audit Committee meetings
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•The independent auditors presented and explained the reviewed consolidated financial statements for the third quarter of FY2025, together with the auditors’ review report.
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The independent directors and the auditors engaged in thorough discussions, and the independent directors raised no objections.
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Communication Between Independent Directors and the Head of Internal Audit
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The internal audit unit submits audit reports to the independent directors on a monthly basis for their review. Any inquiries raised by the independent directors are addressed promptly through direct communication regarding audit findings and follow-up implementation status. In addition, the Head of Internal Audit provides oral reports to the independent directors at Audit Committee meetings on a quarterly basis. In the event of any material irregularities, meetings may be convened at any time, and the status of internal audit operations is reported to the Board of Directors.
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To date, communication between the Company’s independent directors and the Head of Internal Audit has been effective and constructive.
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Communication between independent directors and the head of internal audit for FY2025:
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Date
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Meeting
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Communication Items
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Opinions of Independent Directors
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2025.02.24
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Audit Committee meetings
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1. Internal audit reports for Nov 2024–Jan 2025 (including follow-up reports) and reports on operational projects.
2. Review of the FY2024 Internal Control System Statement (subsidiaries included) and self-assessment.
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No comments
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2025.05.09
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Audit Committee meetings
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1. Internal audit reports for Feb–Apr 2025 (including follow-up reports) and reports on operational projects.
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No comments
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2025.08.08
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Audit Committee meetings
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1. Internal audit reports for May–Jul 2025 (including follow-up reports) and reports on operational projects.
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No comments
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2025.11.06
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Audit Committee meetings
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1. Internal audit reports for Aug–Oct 2025 (including follow-up reports) and reports on operational projects.
2. In accordance with FSC Letter No. 1130385442, proposal to add “Assessment Procedures for the Scope of Rank-and-File Employees” to the payroll cycle, to be submitted to the Board of Directors for approval and incorporated into the audit plan for the following year.
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No comments
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