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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.
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Audit Committee
Our audit committee
currently consists of Dr. Chun-Yen Chang
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
4200(a)(15) of the Nasdaq Rules and meet
the criteria for independence set forth in
Section 10A(m)(3)(B)(i) of the Exchange
Act. We intend to follow home country
practice that permits an audit committee
to contain two independent directors in
lieu of complying with Rule 4350(d) of the
Nasdaq Rules that require the audit
committees of U.S. companies to have a
minimum of three independent directors.
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:
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selecting the independent auditors and
pre-approving all auditing and
non-auditing services permitted to be
performed by the independent auditors;
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reviewing with the independent
auditors any audit problems or
difficulties and management¡¦s
response; |
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reviewing and approving all proposed
related party transactions, as defined
in Item 404 of Regulation SK under the
Securities Act; |
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discussing the annual audited
financial statements with management
and the independent auditors;
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reviewing major issues as to the
adequacy of our internal controls and
any special audit steps adopted in
light of material internal control
deficiencies; |
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annually reviewing and reassessing the
adequacy of our audit committee
charter; |
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meeting separately and periodically
with management and the independent
auditors; |
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reporting regularly to the board of
directors; and |
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such other matters that are
specifically delegated to our audit
committee by our board of directors
from time to time. |
Audit Committee Charter
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Compensation Committee
Our current compensation
committee consists of Dr. Chun-Yen Chang,
Yuan-Chuan Horng, and Jung-Chun Lin. 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. We intend to
follow home country practice that permits
a compensation committee to contain a
director that does not meet the definition
of ¡§independence¡¨ within the meaning of
Rule 4200(a)(15) of the Nasdaq Rules. We
intend to follow home country practice in
lieu of complying with Rule 4350(c)(3)(A)(ii)
and (B)(ii) of the Nasdaq Rules that
require the compensation committees of
U.S. companies to be comprised solely of
independent directors. The compensation
committee will be responsible for, among
other things:
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reviewing and making recommendations
to our board of directors regarding
our compensation policies and forms of
compensation provided to our directors
and officers; |
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reviewing and determining bonuses for
our officers and other employees;
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reviewing and determining share-based
compensation for our directors,
officers, employees, and consultants;
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administering our equity incentive
plans in accordance with the terms
thereof; and
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such other matters that are
specifically delegated to the
compensation committee by our board of
directors from time to time.
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Compensation Committee Charter
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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. Chun-Yen Chang, Yuan-Chuan Horng, and
Jung-Chun Lin. We intend to follow home
country practice that permits a nominating
committee to contain a director that does
not meet the definition of ¡§independence¡¨
within the meaning of Rule 4200(a)(15) of
the Nasdaq Rules. We intend to follow
home country practice in lieu of complying
with Rule 4350(c)(4)(A)(ii) and (B)(ii) of
the Nasdaq Rules that require the
nominating committees of U.S. companies be
comprised solely of independent directors.
Our nominating and corporate governance
committee will be responsible for, among
other things:
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identifying and recommending to our
board of directors nominees for
election or re-election, or for
appointment to fill any vacancy;
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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; |
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reviewing the continued board
membership of a director upon a
significant change in such director¡¦s
principal occupation;
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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; |
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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
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monitoring compliance with our code of
business conduct and ethics, including
reviewing the adequacy and
effectiveness of our procedures to
ensure proper compliance.
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Nominating and Corporate Governance
Committee Charter
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