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Committee

Audit Committee

The membership of the audit committee shall consist of all independent Directors. The audit committee assists the board of directors in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of thecompany.

The operation of the audit committee has the following matters as the major works of the year :

  • The adoption of or amendments to 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 endorsements or guarantees for others.
  • Potential conflicts of interests involving directors.
  • Material asset or derivatives transactions.
  • Material lending funds, endorsements or guarantees.
  • Capital funding and stock issuing publicly or privately with the common stock securities in essence.
  • Hiring or dismissal of an attesting CPA, or the compensation given thereto.
  • Appointment or discharge of financial, accounting, or internal auditing officers.
  • Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the Chairman, managerial officer, and accounting officer.
  • Other major matters as may be required by the company or by the competent authority.

The operation of audit committee:

    • The members of the audit committee of the company: 3 people.
    • Periodof the 3rd term：July 18, 2024 to July 17, 2027
    • Period of the 2nd term：May 27, 2022 to July 18, 2024
    • The audit committee convened 10 meetings(A) in 2024. The qualification of the members and their attendance are as below:
Title Identity Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) Note
Convener Independent Director Wan-Wan Lin 4 0 100% Since July 18, 2024, appointed and required to attend four times
Member Independent Director Ta-Sheng Chiu 4 0 100%
Member Independent Director Shiou-lian Lin 4 0 100%
Convener Independent Director William W. Sheng  6 0 100% Since July 18, 2024, removed and required to attend six times
Member Independent Director Jann-Hwa Shyu  6 0 100%
Member Independent Director Gordon Yu 5 1 83%
  • Discussion of the cause and resolution of the audit committee:
Date/Term of the Audit Committee Contents of motion Matters listed in Article 14-5 of the Securities and Exchange Act. Independent director’s opinions or objections Resolution result The Company’s handling of the Audit Committee’s opinions
The 12th time of the 2nd term 2024.02.22 Evaluation of the Effectiveness of the Internal Control System and Statement of Internal Control System for 2023. ✓ NA The matter is approved by all the attendees Not applicable
2023 annual business report and financial statements. ✓
Appointment and remuneration of CPAs for 2024 financial statements. ✓
Handling of Comprehensive Credit Facilities Contract annual renewal with the correspondent bank.
Signing of Foreign Exchange and Derivative Financial products trading Transactions  Contract annual renewal with the correspondent bank. ✓
Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares.
The 13th time of the 2nd term 2024.04.11 2023 profit distribution plan. ✓ NA The matter is approved by all the attendees Not applicable
The Cash Distribution from Capital Surplus ✓
The 14th time of the 2nd term 2024.04.16 Private Placement of Common Shares and Domestic Unsecured Convertible Corporate Bonds. ✓ NA The matter is approved by all the attendees Not applicable
The 15th time of the 2nd term 2024.04.29 Financial statements for 2024 Q1. ✓ NA The matter is approved by all the attendees Not applicable
Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares.
The 16th time of the 2nd term 2024.05.24 Approved the Participants of Private Placement of Common Shares. ✓ NA The matter is approved by all the attendees Not applicable
Approved the Participants of Private Placement of Domestic Unsecured Convertible Corporate Bonds. ✓
The 17th time of the 2nd term 2024.05.27 Approved the Private Placement Common Shares Relevant Matters about Actual Price and Recording Date of Capital Increase. ✓ NA The matter is approved by all the attendees Not applicable
Approved the Private Placement of Domestic Unsecured Convertible Corporate Bonds actual price and relevant matters. ✓
The 1st time of the 3rd term 2024.07.18 Election of the Convener of The Third Audit Committee. NA The matter is approved by all the attendees Not applicable
The 2nd time of the 3rd term 2024.08.05 Financial statements for 2024 Q2. ✓ NA The matter is approved by all the attendees Not applicable
Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares.
The 3rd time of the 3rd term 2024.11.01 2025 annual audit plan. ✓ NA The matter is approved by all the attendees Not applicable
Financial statements for 2024 Q3. ✓
Plan to invest US$30 million in overseas bonds ✓
Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares.
The 4th time of the 3rd term 2024.12.26 The plan to dissolve and liquidate the U.S. subsidiary, uPI Semiconductor Inc., which is 100% owned by the Company. ✓ NA The matter is approved by all the attendees Not applicable
Proposed the formulation of the "Regulations Governing the Management of Sustainable Information” ✓
Amendment of the “Internal Control System”. ✓

Contact for Audit committee include Independent Director E-Mail：Independent_Director@upi-semi.com

Remuneration Committee

The member of remuneration committee consists of three people appointed by the Board of Directors’ resolution, whereas one of them is the convener. The professional qualification and independence of the members comply with the provisions set forth in article 5 and article 6 of guidelines for functions in remuneration committee.

The remuneration committee assists the Board of Directors in establishing and periodically reviewing the annual and long-term performance goals for the directors, and managerial officers of the Company and the policies, systems, standards, and structure for their remuneration.

The operation of Remuneration Committee:

  • The members of the remuneration committee of the company: 3 people.
  • Period of the 4th term：July 18, 2024 to July 17, 2027
  • Period of the 3rd term：May 27, 2022 to July 18, 2024
  • The compensation committee convened 5 meetings(A) in 2024. The qualification of the members and their attendance are as below：
Title Identity Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) Note
Convener Independent Director Ta-Sheng Chiu 3 0 100% Since July 18, 2024, appointed and required to attend three times
Member Independent Director Wan-Wan Lin 3 0 100%
Member Independent Director Shiou-lian Lin 3 0 100%
Convener Independent Director Jann-Hwa Shyu 2 0 100% Since July 18, 2024, removed and required to attend two times
Member Independent Director William W. Sheng  1 1 50%
Member Independent Director Gordon Yu 2 0 100%
  • Discussion of the cause and resolution of the compensation committee:
Date/Term of the Remuneration Committee Contents of motion Resolution Results
The 5th time of the 3rd term 2024.02.22 Proposal on the distribution of compensation of employees and directors for 2023. The matter is approved by all the attendees.
1st employee compensation for managers for 2024.
The 6th time of the 3rd term 2024.04.29 Manager salary adjustments plan for 2024. The matter is approved by all the attendees.
The 1st time of the 4th term 2024.08.05 2nd employee compensation for managers for 2024. The matter is approved by all the attendees.
The 2nd time of the 4th term 2024.11.01 Change of CTO and Head of R&D Center of the Company The matter is approved by all the attendees.
The 3rd time of the 4th term 2024.12.26 Amendment of “The rule of Salary and Remuneration for Directors.” The matter is approved by all the attendees.