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Committees of the Board of Directors
To enhance our corporate governance, we have established three committees under the board: the audit committee, the compensation committee, and the nominating and corporate governance committee. We have adopted a charter for each of these committees. The members and functions of each committee are described below.
Our audit committee currently consists of Dr. Hsiung-Ku Chen, Dr. Yan-Kuin Su and Yuan-Chuan Horng. Our board of directors has determined that all of our audit committee members are “independent directors” within the meaning of Rule 5605 (a)(2) of the Nasdaq Rules and meet the criteria for independence set forth in Section 10A(m)(3)(B)(i) of the Exchange Act. Our audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:
- Selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
- Reviewing with the independent auditors any audit problems or difficulties and management’s response;
- Reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation SK under the Securities Act;
- Discussing the annual audited financial statements with management and the independent auditors;
- Reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material internal control deficiencies;
- Annually reviewing and reassessing the adequacy of our audit committee charter;
- Meeting separately and periodically with management and the independent auditors;
- Reporting regularly to the board of directors; and
- Such other matters that are specifically delegated to our audit committee by our board of directors from time to time.
Our current compensation committee consists of Dr. Hsiung-Ku Chen, Dr. Yan-Kuin Su and Mr. Yuan-Chuan Horng. Our compensation committee assists our board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting while his compensation is deliberated. The compensation committee will be responsible for, among other things:
- Reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors and officers;
- Reviewing and determining bonuses for our officers and other employees;
- Reviewing and determining share-based compensation for our directors, officers, employees, and consultants;
- Administering our equity incentive plans in accordance with the terms thereof; and
- Other such matters that are specifically delegated to the compensation committee by our board of directors from time to time.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee assists the board of directors in identifying individuals qualified to be members of our board of directors and in determining the composition of the board and its committees. Our current nominating and corporate governance committee consists of Dr. Hsiung-Ku Chen, Dr. Yan-Kuin Su and Yuan-Chuan Horng. Our nominating and corporate governance committee will be responsible for, among other things:
- Identifying and recommending to our board of directors nominees for election or re-election, or for appointment to fill any vacancy;
- Reviewing annually with our board of directors the current composition of our board of directors in light of the characteristics of independence, age, skills, experience, and availability of service to us;
- Reviewing the continued board membership of a director upon a significant change in such director’s principal occupation;
- Identifying and recommending to our board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as the nominating and corporate governance committee itself;
- Advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and
- Monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.