Corporation Social Responsibility
Fulfill carbon reduction, build green homes, emphasize environmental education
The Audit Committee
| Audit Committee | Meeting attendance rate (%) |
|---|---|
| Jim Wang | 100 |
| Mihn Tsao | 86 |
| Christy Chen | 86 |
Compensation Committee
Sesoda formulated the organizational rules for the salary, remuneration committee and established the salary and remuneration committee to improve the salary and remuneration system for directors and managers. The Salary and Compensation Committee evaluates Sesoda's directors and manager's salary, compensation policies and systems with a professional and objective status, considering peer industry standards, business performance and future risks, and regularly based on the position, responsibilities and contribution to the company. Review its annual and long-term performance targets and salary remuneration policies, systems, standards and structures, as well as regularly assess the situation of achieving its performance targets to determine the content and amount of its individual remuneration.
Evaluate the performances of directors, managers on corporate governance, management
Ensure the salaries of directors and managers are in line with the performances
Future Goal
Future Goal – put corporate sustainability onto salary system
As for now, Sesoda has 3 salary and compensation committee members, who are appointed after the resolution of the board of directors. Meetings are held at least twice a year. The attendance of the Salary and Compensation Committee in 2019 is as follows.
| Remuneration Committee | Meeting attendance rate (%) |
|---|---|
| Jim Wang | 100 |
| Christy Chen | 100 |
| James Liang | 100 |
Members of Audit Committee
| Convener | Independent Director Wang Po-Hsin |
| Member | Independent Director Tsao Ming |
| Member | Independent Director Chu Jih-Chuan |
| Title | Name | Actual number of attendance | Attendance by proxy | Actual attendance rate (%) |
|---|---|---|---|---|
| Convener | Wang Po-Hsin | 7 | 0 | 100% |
| Member | Tsao Ming | 6 | 1 | 86% |
| Member | Chu Jih-Chuan | 6 | 1 | 86% |
Discussion matters and resolutions of the Audit Committee
| Audit Committee | Date | Proposal content and subsequent handling |
|---|---|---|
| 2nd Term The 13th session |
March 11, 2024 | The 2023 Financial Statements (including Consolidated Financial Statements). Resolution: All members present agree to pass the resolution. |
| 2023 Earnings distribution proposal Resolution: All members present agree to pass the resolution. |
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| Statement of internal Control System for 2023 proposal Resolution: All members present agree to pass the resolution. |
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| The case of the subsidiary’s lending limit to the sub-subsidiary. Resolution: All members present agree to pass the resolution. |
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| 2nd Term The 14th session |
March 25, 2024 | Disposal of equity of East Tender Optoelectronics Co., Ltd. Resolution: All members present agree to pass the resolution. |
| 2nd Term The 15th session |
May 6, 2024 | New endorsements / guarantees. Resolution: All members present agree to pass the resolution. |
| Proposal of financial statements for the three months ended March 31, 2024 Resolution: All members present agree to pass the resolution. |
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| 3rd Term 1st session |
August 12, 2024 | Proposal of financial statements for the three Article ended June 30, 2024 Resolution: All members present agree to pass the resolution. |
| New endorsements / guarantees Resolution: All members present agree to pass the resolution. |
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| 3rd Term 2nd session |
September 25, 2024 | Resolution of the subsidiary FutureChem International’s investment in GOLDEN ASPEN TOTAL RETURN FUND I Resolution: Regarding the investment in GOLDEN ASPEN TOTAL RETURN FUND I, only an investment evaluation report was provided to the Audit Committee for review today, which is somewhat insufficient. All attending committee members believe that the fund company should provide detailed explanations and contract documents for the Audit Committee’s prior review. The Audit Committee should then reconvene to reexamine and approve the case before submitting it to the Board of Directors. |
| 3rd Term 3rd session |
November 8, 2024 | Case of subsidiary FutureChem International’s investment in GOLDEN ASPEN TOTAL RETURN FUND I. Resolution: All members present agree to pass the resolution. |
| New endorsements / guarantees. Resolution: All members present agree to pass the resolution. |
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| Audit plan for 2025 proposal. Resolution: All members present agree to pass the resolution. |
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| Proposal of financial statements for the three third ended September 30, 2024 Resolution: All members present agree to pass the resolution. |
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| Amendment to Property Management Regulations. Resolution: All members present agree to pass the resolution. |
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| 3rd Term 4th session |
December 23, 2024 | The case of subsidiary’s lending limit to sub-subsidiary. Resolution: All members present agree to pass the resolution. |
| Title | Name | Actual number of attendance | Frequency of attendance | Actual attendance (%) |
|---|---|---|---|---|
| Convener | Wang Po-Hsin | 6 | 0 | 100% |
| Member | Chu Jih-Chuan | 6 | 0 | 100% |
| Member | Liang Chi-Yen | 6 | 0 | 100% |
Discussion matters and resolutions of the Audit Committee
| Remuneration Committee Date | Discussion Item | Resolution Results |
|---|---|---|
| 12th session of the 5th term February 2, 2024 |
1. Review of the three main holiday bonuses for the Executive Directors who perform operational duties and receive compensation for fiscal year 2023. | Unanimously approved by all committee members. |
| 2. Review of the additional employee incentive bonuses for fiscal year 2023. | Unanimously approved by all committee members. | |
| 3. Results of the performance evaluation of the Board of Directors and functional committees for fiscal year 2023. | Unanimously approved by all committee members. | |
| 4. Review of the salary for Wu Hui-Feng, the Vice President of the Business Department. | Unanimously approved by all committee members. | |
| 13th session of the 5th term March 11, 2024 |
1. Review of the distribution of employee remuneration and directors’ remuneration for fiscal year 2023. | Unanimously approved by all committee members. |
| 14th session of the 5th term April 24, 2024 |
1. Review of the distribution of employee compensation and special bonuses for managers for fiscal year 2023. | Unanimously approved by all committee members. |
| 2. Review of the distribution of directors’ remuneration for fiscal year 2023. | Unanimously approved by all committee members. | |
| 3. Review of the annual remuneration to directors and managers for 2023. | Unanimously approved by all committee members. | |
| 4. Director of Shihao Main Plant, Shih Yueh-Hui, retired and was reappointed. | Unanimously approved by all committee members. | |
| 5. Proposal for the adjustment of employee meal allowance from April 1, 2024. | Unanimously approved by all committee members. | |
| 1st session of the 6th board July 5, 2024 |
1. 25th Compensation Review for Directors | After sufficient discussion, the motion was passed unanimously by all attending members. |
| 2. Review of the transportation allowance for the 25th Round of Directors. | For this proposal, committee members Wang Bo-Xin and Chu Jih-Chuan recused themselves. After thorough discussion by the other attending committee members, the proposal was unanimously approved. | |
| 3. Review of the attendance fee for the 3rd term of Audit Committee. | For this proposal, committee members Wang Bo-Xin and Chu Jih-Chuan recused themselves. After thorough discussion by the other attending committee members, the proposal was unanimously approved. | |
| 4. Review of the attendance fee of the 2nd term of the Sustainable Development Committee | For this proposal, committee member Chu Jih-Chuan recused themselves. After thorough discussion by the other attending committee members, the proposal was unanimously approved. | |
| 5. Salary review for acting General Manager | Unanimously approved by all committee members. | |
| 6. Salary review for the business director. | Unanimously approved by all committee members. | |
| 7. Salary review for the manager of the Administration Department | Unanimously approved by all committee members. | |
| 8. Propose to establish the “Employee Bonuses Policy” for review. | Unanimously approved by all committee members. | |
| 2nd session of the 6th term September 25, 2024 |
1. Review of the additional employee incentive bonuses for fiscal year 2024. | Unanimously approved by all committee members. |
| 3rd meeting of the 6th Board of Directors December 23, 2024 |
1. Review of the three main holiday bonuses for the Executive Directors who perform operational duties and receive compensation for fiscal year 2024. | Unanimously approved by all committee members. |
| 2. Review of the proposed remuneration to employees for 2024. | Unanimously approved by all committee members. | |
| 3. Review of the proposed remuneration to employees for 2024. | For this proposal, committee member Wang Po-Hsin Chu Jih-Chuan recused themselves. After thorough discussion by the other attending committee members, the proposal was unanimously approved. |