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the committee members elected at 10 june 2019

  • shen, bing (independent director)
  • cheng, duen-chian (independent director)
  • tsai, rong dong (independent director)

the powers of the committee are as follows

  • the adoption of or amendments to the internal control system pursuant to article 14-1 of the securities and exchange act.
  • assessment of the effectiveness of the internal control system.
  • the adoption or amendment, pursuant to article 36-1 of the securities and exchange act, of the procedures for handling financial or business
    activities of a material nature, such as acquisition or disposal of assets, derivatives trading, capital lending to others, an endorsements or
    guarantees for others.
  • matters in which a director is an interested party.
  • asset transactions or derivatives trading of a material nature.
  • capital lending to others, endorsements, or provision of guarantees of a material nature.
  • the offering, issuance, or private placement of equity-type securities.
  • the hiring or dismissal of a certified public accountant, or their compensation.
  • the appointment or discharge of a financial, accounting, or internal chief audit officer.
  • annual and semi-annual financial reports.
  • other material matters as may be required by the company or by the competent authority.

total six meetings were convened by the audit committee in 2019. attendance of each independent director is as follows

title name attendance in person by proxy attendance
rate
remarks
independent director bing, sheng 3 50%   -
independent director duen-chian, cheng 4 0 100% elected on 10 jun,2019
independent director rong-dong, tsai 4 0 100% elected on 10 jun,2019
independent director chia-hsiu, yeh 2 0 100% dismissed on 10 jun,2019
independent director xiang shen,chen 2 0 100% dismissed on 10 jun,2019

resolutions resolved by the audit committee in year 2019

term proposals resolutions
the 12th meeting of the 1st term dated as 22 mar 2019

1. propose to agree the evaluation of effectiveness of the internal control system design and implementation is made in accordance with “guidelines for the establishment of internal control systems by public companies” (the guidelines).

2. approved amending company bylaws “procedures of capital lending to others of elite material co., ltd.”, “procedures of endorsements and guarantees of elite material co., ltd.”, “procedures of acquisition and disposition of assets of elite material co., ltd.”, and “procedures to engage in the transactions of financial derivative products of elite material co., ltd.”.

3. approved amending the “accounting system” of the company.

4. approved the year 2018 business operation and financial reports.

5. approved the proposal of distribution of year 2018 profits.

resolved. all members vote for both proposals.
the 13th meeting of the 1st term dated as 26 apr 2019

approved the proposal of lending to one another between subsidiaries of the company.

resolved. all members vote for both proposals.
the 1st meeting of the 2nd term dated as 21 jun 2019 the 1st meeting of the 2nd term dated as 21 jun 2019

1. approved the proposal of job rotation

2. approved disposal of “proud star international limited

resolved.

all members vote for both proposals.

the 2nd meeting of the 2nd term dated as 31 july 2019 the 2nd meeting of the 2nd term dated as 31 july 2019

1. approved the proposal of decrease amount of lending to one another between subsidiaries of the company.

2. approved the proposal of decreasing the amount of endorsements and guarantees of elite material co., ltd

resolved.

all members vote for both proposals.

the 3th meeting of the 2nd term dated as 30 oct 2019 the 3th meeting of the 2nd term dated as 30 oct 2019

1. approved the review of the cpa audit fee for year 2019.

2. approved the proposal of decrease amount of lending to one another between subsidiaries of the company.

3. approved amending “procedure of apply for suspend and resume transaction”, procedure of internal significantly information operation standard” procedure of comply

4. approved the updated capital expenditure budget of huangshi facility

5. approved the proposal of indirect foreign investment.

resolved.

all members vote for both proposals.

the 4th meeting of the 2nd term dated as 18 dec 2019 the 4th meeting of the 2nd term dated as 18 dec 2019

approved the proposal of investment disposal of elite material (china subsidiaries)co, ltd. 

resolved.

all members vote for both proposals.

remuneration committee

the committee members elected at 10 june 2019

name curriculum vitae other positions in emc and other companies
shen, bing 

mba, harvard university
financal analyst, world bank
chief investment officer, international bank corporation
executive director, morgan stanley & co.
vice president, china development industrial bank
president, cdib partners investment holding corporation

 

director,ctci co., ltd.
cheng, duen-chian 

mba, columbia university, usa
president, umc capital corporation
managing director, union investment management consulting co, ltd.
executive director/president of taiwan branch, morgan stanley asia limited
executive director, goldman sachs asia l.l.c.

chairman, tgvest capital co., ltd.
chairman, triknight capital corporation
chairman, clientron corporation
chairman, luxnet corporation
independent director, edom technology co., ltd.
independent director, ta ya electric wire & cable co., ltd.
independent director, asia polymer corporation
director, fusheng precision co., ltd.
tsai, rong dong 

mba, indiana university, usa
president, ta chong bank
president, taishin international bank/corporate finance business group of taishin international bank
executive vice president, deutsche bank taipei branch / director, corporate finance department, deutsche bank taipei branch
senior executive vice president, ubs ag taipei branch / director, corporate finance department, ubs

director, chang wah technology co., ltd.
director, jmc electronics co., ltd.
director, golden circuits electronics ltd.

scope of duties

the committee shall exercise the care of a good administrator to establish and periodically review the performance of the managerial officers of the company, and policies, structure, performance evaluation systems and standards for their compensation.

 

executive status of remuneration committee

  • the number of committee members of the company is three。
  • the tenure of current remuneration committee is from 10 june 2019 to 9 june 2022. the remuneration committee held two times in 2019, and the attendance status of members in most recent year is disclosed as follows:
title name attendance in person by proxy attendance
rate
remarks
independent director rong dong, tsai 1 100%  elected on jun 10,2019
independent director bing, shen 1 1 50% -
independent director duen-chian, cheng 1 0 100% elected on jun 10,2019
independent director xiang sheng, chen 1 0 100% dismissed on jun 10, 2019
independent director chia hsiu, yeh 1 0 100% dismissed on jun 10, 2019

resolutions resolved by the remuneration committee in year 2019

term proposals resolutions measures the company had
the 6th meeting of the 3rd term dated as 22 mar 2019

1. to approve the planned remuneration of directors and compensation of employees for year 2019.

2. to approve the distribution of remuneration of directors and compensation of employees for year 2018.

 

resolved. all members vote for both proposals. the resolution was submitted to the board of directors meeting and obtain approval from the board.
the 1st meeting of the 4th term dated as 30 oct 2019

the 1st meeting of the 4th term dated as 30 oct 2019 discussion of the year 2018 working plan for the remuneration committee.

resolved. all members vote for the proposal. the resolution was submitted to the board of directors meeting and obtain approval from the board.