Committees

Name Audit Committee Compensation Committee
Chen-Kuo Lin
Independent Director
✔︎ (Chairman) ✔︎ (Chairman)
Josef Felder
Independent Director
✔︎
Vincent Thai
Independent Director
✔︎ ✔︎
Daniel Wu (Yeong-Cheng Wu)
Member of the Compensation Committee
✔︎

Audit committee

This Committee is established from June 21, 2019. The Committee shall compose of the entire independent directors.

The main function of the Audit Committee is to oversee the following matters:

  • Fair financial reporting of this Corporation.
  • The hiring (and dismissal), independence, and performance of external certified public accountants of this Corporation.
  • The effective implementation of the internal control of this Corporation.
  • Regulatory compliance by this Corporation.
  • The existing or potential risks management of this Corporation.

The powers of the Committee are as follows:

  • The adoption of or amendments of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  • Assessment of the effectiveness of the internal control system.
  • The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and providing endorsements or guarantees to others.
  • A matter bearing on director’s conflict of interests with the Company.
  • A material asset or derivatives transaction.
  • A material monetary loan, endorsement, or provision of guarantee.
  • The offering, issuance, or private placement of any equity-type securities.
  • The hiring or dismissal of a CPA, or the compensation given thereto.
  • The appointment or discharge of a financial, accounting, or internal audit officer.
  • The annual financial reports which have been signed or stamped with the seal of the chairperson, managerial officer, and accounting officer, and the second quarter financial reports that must be audited and attested by a CPA.
  • Any other material matters so required by the Company or the Competent Authority.

Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors:

  • The Company’s internal audit managers periodically present internal audit reports to the Audit Committee and fully communicate status and results of audit implementation follow-up of improvements to defects. Internal audit managers not only periodically provide independent directors with written audit reports, but also present business reports based on suggestions from independent directors.
  • CPAs periodically present annual and quarterly audits of financial reports and audit reports to the Audit Committee, and also communicate other matters according to relevant laws.
  • The aforementioned internal audit managers and CPAs also communicate with independent directors via email, phone, or face-to-face meetings as necessary.
The communications between the independent directors, the internal auditors, and the independent auditors are listed in the table below:
Meeting Dates Communications between the Independent Directors and the Internal Auditors Communications between the Independent Directors and the Independent Auditors Communication Results The Corporation's Responses to
Independent Director Opinions
2020.02.26 (1-3) 1. The 2019 Q4 Internal Auditor’s report.
2. The Company’s 2019 Internal Control Self-Assessment.
1. The 2019 financial reports.
2. Matters of communication with governance.
The matters were reviewed and/or approved by the Audit Committee. No objections from Independent directors.
2020.05.05 (1-4) 1. The 2020 Q1 Internal Auditor’s report. 1. The 2020 Q1 consolidated financial reports.
2. To change the auditors of the Company, due to the internal job adjustment within Deloitte and Touche.
3. Matters of communication with governance.
The matters were reviewed and/or approved by the Audit Committee. No objections from Independent directors.
2020.07.30 (1-5) 1. The 2020 Q2 Internal Auditor’s report. 1. The 2020 Q2 consolidated financial reports.
2. Matters of communication with governance.
The matters were reviewed and/or approved by the Audit Committee. No objections from Independent directors.
2020.11.05 (1-6) 1. The 2020 Q3 Internal Auditor’s report.
2. The 2021 audit plans.
3. The appointment of the Company’s internal audit officer.
1. The 2020 Q3 consolidated financial reports.
2. 2021 Deloitte & Touche CPA service fee for auditing and signing off Company’s financial statements.
3. Matters of communication with governance.
The matters were reviewed and/or approved by the Audit Committee. No objections from Independent directors.

Compensation Committee

This Committee is established from December 22, 2011. 

The main function of the Compensation Committee is to oversee the following matters:

  • Prescribe and periodically review the policies, systems, standards, and structure for the annual and long-term performance goals and compensation of HTC directors and managers.
  • Periodically assess the status of achievement of performance goals of HTC directors and managers, and set the content and amounts of their individual compensation.

When performing the official powers of the preceding Article, the Committee shall follow the principles listed below:

  • The performance assessment and the compensation level of directors and managers shall take into reference the general pay levels in the industry, and take into account the individual’s time spent and responsibilities, goal achievement status, performance in other positions, and the compensation paid to employees holding equivalent positions in recent years, and evaluate the reasonableness of the correlation between compensation and individual performance, HTC’s operational performance, and future risk exposure, in terms of HTC’s achievement of short-term and long-term business goals and its financial status.
  • It shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the Company may take.
  • It shall take into consideration the characteristics of the industry and the nature of the Company´s business when determining the ratio of bonus payout based on the short-term performance of its directors and senior managerial officers and the time for payment of the variable part of remuneration.

Cher Wang
Chairwoman

HT Cho
Director

Wen-Chi Chen
Director

David Bruce Yoffie
Director

Chen-Kuo Lin
Independent Director

Josef Felder
Independent Director

Vincent Thai
Independent Director

Daniel Wu (Yeong-Cheng Wu)
Member of the Compensation Committee