Committees
Tongtai's board of directors sets up two functional committees, the audit committee and the compensation committee, to facilitate the operation of the Board.
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of the following major matters:
1. Fair presentation of the financial reports
2. The hiring (and dismissal), indepemdence, and performance of the independent auditor
3. The effective implementation of the internal control system
4. Compliance with relevant laws and regulations
5. Management of the existing or potential risks of the Comapny
Under R.O.C. law, the membership of Audit Committee shall consist of all independent Directors. Tongtai's Audit Committee satisfies this statutory requirement. The Audit Committee meets at least once every quarter. Meanwhile, Tongtai has an internal audit department which is responsible for periodically presenting compliance audit results. Such audit results will be finally reviewed by the audit committee and the Board. A description of the communications between the independent directors, the internal auditors, and the independent auditors can be accessed here. Summary of communication between independent directors and the head of internal audit in 2025.
| Date | Communication Method |
Commmunication Object |
Communication Matters |
Commnuication Results |
|---|---|---|---|---|
| 2025/3/11 | Audit Committee |
|
Audit Report for Q4 of 2024 Assessment of the Effectiveness of the Company's Internal Control System and "Internal Control System Declaration" for 2024 |
No objection |
| 2025/5/7 |
Audit Committee |
|
Audit Report for Q1 of 2025 |
No objection |
| 2025/8/6 | Audit Committee |
|
Audit Report for Q2 of 2025 | No objection |
| 2025/11/11 |
Audit Committee |
|
Audit Report for Q3 of 2025 |
No objection |
Communication Between the Independent Directors and the Certified Public Accountants
The Company's certified public accountants regularly report to the independent directors on the audit or review results of the quarterly financial statements, as well as other communication matters required by relevant laws and regulations. In addition, should any significant or special circumstances arise, the certified public accountants will promptly communicate such matters to the independent directors to ensure timely information sharing.
| Date | Communication Method | Communication Object |
Communication Matters |
Communication results |
|---|---|---|---|---|
| 2025/12/11 | Meeting |
|
|
No objection |
Compensation Committee
The Committee shall perform the following duties and present its recommendations to the board of directors for discussion:
1. Establishing and periodically reviewing the performance goals for the directors and managerial officers and the policies, systems, standards, and structure for their compensation.
2. Periodically assessing and setting the individual compensation for the directors and managerial officers.
The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to Tongai's Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. Currently, the Compensation Committee is comprised of all three independent directors. The Compensation Committee meets at least twice every year.
Member
| Name | Audit Committee | Compensation Committee |
|---|---|---|
| Mei-Chin Chen（Independent Director） | ✓(Chair) | ✓(Chair) |
| Shing-Yusn Tsai（Independent Director） | ✓ | ✓ |
| Cheng-Hsin Chen（Independent Director） | ✓ | ✓ |
| Jen-Chih Liou（Independent Director） | ✓ | ✓ |