To establish a proactive system of governance, develop a robust oversight capability, and enhance management performance, the Audit Committee was established on June 22, 2018 pursuant to Article 14-4 of the Securities and Exchange Act. At present, the Audit Committee consists of three members who are all Independent Directors of the Company. All members should elect a convener and meeting chairman from themselves and represent the Committee externally.
The Audit Committee of the Company aims to assist the Board of Directors in fulfilling its quality and integrity in supervising the Company's implementation of relevant accounting, internal auditing, financial reporting procedures, and financial controls. In addition, in order to enhance corporate governance, the Audit Committee also takes responsibility for overseeing the policy and procedures for complaints and concerns regarding accounting, internal accounting controls, auditing matters, violations of Code of Business Conduct and Ethics or unethical conduct.
For the purpose of developing complete and sound functions of the Board of Directors and strengthening management mechanism, the members of the committee are all independent directors who are with accounting or related financial management expertise which is following the requirements and definition of the Sarbanes–Oxley (SOX) Act which is regulated under the Article 10A-3 of US Securities Exchange Act of 1934 and the Listing Regulations of the Taiwan Stock Exchange Corporation, and committee members are helpful to enhance the operating performance of the Board of Directors.
To ensure corporate governance and have a comprehensive and robust compensation system for the directors and officers of the Company, the Company set up the Compensation Committee in accordance with Article 14-6 of Securities and Exchange Act and Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter on Apr. 30, 2018. The Compensation Committee consists of three members who are assigned by the Board of Director upon resolution. Extraordinary General Shareholders’ Meeting was convened to have full re-election of directors, and officially appointed the independent directors on Jun. 21, 2018. As stipulated by the related regulation, more than half of the committee members shall be served by independent directors, and all members should elect a convener and meeting chairman from members of independent directors and represent the Committee externally.
The Compensation Committee is obliged to exercise the due care of a good administrator and have the loyalty in conducting the following functional authorities:
- Establish and regularly review policies, systems, standards, and structures concerning performance evaluations and compensation for directors and officers.
- Regularly assess and set the remuneration of directors and officers.
- Reviewing the remuneration information for reference for directors, supervisors and managerial officers resolved by the board of directors of subsidiaries and submitted by the subsidiaries.
Risk Management Committee
Our board of directors is the highest decision-making unit for risk management and approves major decisions related to risk management based on business strategy and environmental changes. In December 2019, our board of directors established a risk management committee and approved its Charter. Our risk management committee currently consists of two independent directors and one committee member. The risk management committee files an annual report to our board of directors to inform the board about status of risk management implementation and share insights for optimization. ASEH also request its major subsidiaries to establish group level risk management unit in charge of it's subsidiaries' risk management which shall be responsible to the risk management committee.
|Name||Audit Committee||Compensation Committee||Risk Management Committee|
||V (Chair)||V (Chair)||V (Chair)|
(Independent Director )