
Corporate Governance
Organization Chart
Board of Directors
Members of the Board
Currently, the 10 members of the Board of this term have professional backgrounds in industries, academia, medical and pharmaceutical science, and professional specialties in the scopes of management, leadership and policy decision, industrial knowledge, academy and financial. Among the Directors, three Directors with employee identity take a ratio of 30% and three Independent Directors take a ratio of 30%. In addition, the Company also values the gender distribution of the Board. However, considering the professional background of the candidates and the company's operational needs, it is difficult to find suitable female Directors. Currently, there is one female Director in the Board, which does not reach one-third of the Board seats. In the future, the Company will continue to seek suitable female Directors, moving towards the gender diversity goal of directors set by the Financial Supervisory Commission.
Title | Name | Major Experience | Professional Skills |
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Chairman | Charles Hsu |
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Independent Director | T.C. Chen |
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Independent Director | Jack Sun |
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Independent Director | Danny Perng |
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Director | F.C. Tseng |
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Director | Li-Jeng Chen |
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Director | Michael Ho |
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Director | Mu-Chuan Hsu |
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Director | How-Han Investment Corporation Representative: Chris Lu |
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Director | How-Han Investment Corporation Representative: Felix Hsu |
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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 2024 with the 100% attendance rate of the committee members.
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. A total of 3 Remuneration Committee meetings were held in 2024 with the 100% attendance rate of the committee members.
Committee Members
Name | Audit Committee | Remuneration Committee |
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Mr. T.C. Chen | ||
Mr. Danny Perng | ||
Mr. Jack Sun |
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.
Internal Audit
The purposes of internal audit are to assist the Board of Directors and managers in reviewing the effectiveness of the Company’s internal controls, operational effectiveness, and efficiency, and then to provide recommendations. This guarantees the continuous functioning of the internal control system and generates recommendations as to how to improve said system.
The internal auditor reviews the company’s internal tasks and monitors its subsidiaries in accordance with annual plans, which need to be approved by the Board of Directors. Besides informing the Board of Directors during its ordinary meetings, it briefs the Board Audit Committee on a quarterly.
Internal auditing includes investigation and evaluation of internal control standards, as well as assessment of existing policies and procedures, and their effects on operational activities.
Internal auditor is an independent and under the board of directors. Any appointment or discharge of the chief internal audit shall be approved by the Board of Directors after being reviewed by the audit committee. When there is a change in the chief internal auditor, the company shall report the change and the reasons for it within 2 days from the date of occurrence via the Internet-based information system to the FSC for recordation.