Corporate Governance

Members of the Board

The "Corporate Governance Practice Principles" of eMemory sets the composition of the Board of Directors to consider diversification, and formulates appropriate diversification policies based on the company’s operation, operation type and development needs, including but not limited to two major aspects: basic conditions and values (such as gender, age, nationality and culture, etc.) and professional knowledge and skills (such as law, accounting, industry, finance, marketing or technology). The Board of Directors must also have the knowledge, skills and literacy necessary to perform their duties. Currently, the 9 members of the Board have professional backgrounds in industry, academia and medicine, and each have expertise in management, leadership decision-making, industrial knowledge, academy, and finance. The proportion of Directors with employee status is 11%, and Independent Directors accounted for 33%. In addition, eMemory also emphasize gender distribution in the composition of Directors. The goal of female directors is at least one seat. Currently, we have two female Directors, accounting for 22%.

Audit Committee

The main purpose of Audit Committee is assisting the Board of Directors in performing the supervision on the quality and faith of execution regarding accounting, audit, financial report process and financial control of eMemory. The Audit Committee consists of three independent directors, one as the convener. A total of 5 Audit Committee meetings were held in 2019 with the 100% attendance rate of the independent directors. For further details, please refer to eMemory’s 2019 Annual Report.

Remuneration Committee

The Remuneration Committee of eMemory takes charge of assisting the Board of Directors in executing and assessing the entire remuneration and welfare policies of the company, and the remuneration of Directors and managers. The committee members are appointed by the Board, composed by at least one Independent Director. Remuneration Committee meeting is taken place at least twice a year. The details and participation rate of each meeting held in 2019 can be found in the annual report.

Committee Members

Name	Audit Committee	Remuneration Committee
Mr. Kenneth Kin		(Committee Chair)
Mr. Ming-To Yu	(Committee Chair)
Mr. T.C. Chen

Communication between Independent Directors, Internal Audit Supervisors and Accountants

eMemory was re-elected at the shareholders meeting on June 9, 2015, and set up an Audit Committee to replace the supervisory authority. The Audit Committee is composed of all Independent Directors. eMemory’s Audit Supervisors regularly submit audit reports to Independent Directors for review. Independent Directors can then ask the Audit Supervisor to further explain the content of the report. In addition, the company’s Audit Supervisors must have full attendance at each Audit Committee meetings and Board of Directors meetings, and will report the internal control quarterly. This ensures the effectiveness and the tracking of the improvement items can be fully communicated face-to-face with the Audit Committee. When the Audit Committee reviews the quarterly financial statements, the company’s accountants will attend all the Audit Committee meetings and report on the reviewed items to ensure effective communication between the audit committee and the accountants.

Summary of Communications between Independent Directors, Internal Audit Supervisors and Accountants