Improve the supervisory responsibility of the Board of Directors and strengthen the mechanism for managing organization operation, Advantech established functional committees under the Board of Directors, including the “Audit Committee,” “ Compensation Committee” and “Corporate Sustainable Development Committee.”
|Title||Name||Audit Committee||Compensation Committee||Sustainable Development Committee||Related Professional abilities|
|Chairman||K.C. Liu||V (Convener)||Sustainability Management|
|Director||Jeff Chen||V||M&A strategy execution and Transnational operations|
|Ji-Ren Lee||V||Business capability|
|K and M Investment Co., Ltd. Representative: Wesley Liu||Business capability|
|AIDC Investment Corp. Representative: Tony Liu||Business capability|
|Advantech Foundation. Representative Chaney Ho||Business capability|
|Independent Director||Ming-Hui Chang||V||V (Convener)||Accounting and financial analysis|
|Benson Liu||V (Convener)||V||Accounting and financial analysis and Corporate Governance|
|Chan-Jane Lin||V||V||Accounting and financial analysis|
Members: Independent Director Ming-Hui Chang, Independent Director Chan-Jane Lin
The major responsibilities of the Audit Committee are described below:
- Formulate, review or validly assess the internal control system.
- Formulate or revise the acquisition or disposal of assets, engagement in derivative commodity transactions, fund loaning to others, and the processing procedures for conducts in material financial operations such as endorsement for others or provision of a guarantee.
- Potential conflicts of interests involving directors.
- Material asset or derivatives transactions.
- Material lending funds, endorsements or guarantees.
- Offering or issuance of any equity-type securities.
- Hiring or dismissal of an attesting CPA, or the compensation given thereto.
- Appointment or discharge of financial, accounting, or internal auditing officers.
- Review annual financial report.
- Review business reports and surplus distribution or loss appropriation.
Members: Independent Director Benson Liu, Independent Director Chan-Jane Lin
When executing the above powers, the Remuneration Committee should follow these principles
- Make and regularly check the performance appraisal and compensation policy, system, standard and structure of directors, supervisors and managers.
- Regularly appraise and determine compensation for directors, supervisors and managers.
- According to corporate goals, operating performance, economic conditions and other elements, irregularly checking the compensation policy, system, standard and structure of directors, supervisors and managers.
Sustainable Development Committee (SDC)
Members: Director Jeff Chen, Director Ji-Ren Lee
Responsibilities of the Sustainable Development Committee are described below:
- Formulate and regularly review the strategic objectives related to corporate sustainable development and the promotion of specific performance execution.
- Implement and promote corporate social responsibility-related work by regularly calling meetings and reporting the execution status to the Committee.
- Nominate the candidates for directors and senior managers.
- Formulate and regularly review the successor programs for directors and senior managers.
- Other responsibilities are instructed to the Committee through the resolution reached by the Board of Directors.