Committee Members
Current Term: 14th; 2024/5/24 ~ 2027/5/23
| Committee Term | Nomination Committee 3rd 2024/5/24~ 2027/5/23 | Remuneration Committee 6th 2024/6/27~ 2027/5/23 | Audit Committee 2nd 2024/5/24~ 2027/5/23 | Sustainability Development Committee 1nd 2025/3/5~ 2027/5/23 | Education & Experience | Current position |
|---|---|---|---|---|---|---|
| Singatron Enterprise Co., Ltd. Representative: Peng, Peng-Huang (Chairman) | V (convener) | V (convener) | Department of Electrical Engineering, National Taipei University of Technology MBA, Soochow University Vice Chairperson and President of Singatron Enterprise Co., Ltd. Director of SINGATRON Electronics (China) Co., Ltd. Director of Singatron Electronic (Zhongshan) Co., Ltd. Director of Suzhou Singatron Auto Co., Ltd. Director of Singatron Technology (Hong Kong) Co., Ltd. Director of Info-Tek Corporation Director of InfoTek Electronics (Suzhou) Co., Ltd. Director of Kingstate Electronics Corp. Independent director of GIGA-BYTE Technology Co., Ltd. | Chairman & CSO/Director of TaiSol Electronics Co., Ltd. Director, TaiSol Electronics (Hong Kong) Co., Ltd. Legal Representative, World Window Electronics (Hong Kong) Co., Ltd. Vice Chairperson of Singatron Enterprise Co., Ltd. Director of SINGATRON Electronics (China) Co., Ltd. Director of Singatron Electronic (Zhongshan) Co., Ltd. Director of Suzhou Singatron Auto Co., Ltd. Director of Singatron Technology (Hong Kong) Co., Ltd. Director of InfoTek Electronics (Suzhou) Co., Ltd. Director of Kingstate Electronics Corp. Independent director of GIGA-BYTE Technology Co., Ltd. Independent director of Albatron Technology Co., Ltd. | ||
| Wang, Hwei-Min (Independent Director) | V | V | V (convener) | Master of Industrial Management from Chung Hua University Director of Moores Rowland CPAs | Independent director of TaiSol Electronics Co., Ltd. Independent director of GIGA-BYTE Technology Co., Ltd. Independent director of Phison Electronics Corporation Chairman of Apollon Power Co., Ltd. Chairman of Digital Energy Design Co., Ltd | |
| Wang, Sheng-Shun (Independent Director) | V | V | V | Master of Law, National Taiwan University Managing Partner of Chao, Wang & Lin Attorneys at Law | Independent director of TaiSol Electronics Co., Ltd. Managing Partner of Chao, Wang & Lin Attorneys at Law Independent director of Lifestyle Global Enterprise, Inc. Arbitrators of Chinese Arbitration Association, Taipei | |
| Chen, Li-Mei (Independent Director) | V (convener) | V | V | Advanced Master of Business Administration, National Sun Yat-sen University MBA, The Chinese University of Hong Kong CFO of Ritek Technology Co., Ltd. Vice President of Plastron Precision Co., Ltd. Chairperson of Sheng Shin Precision Co., Ltd. | Independent director of TaiSol Electronics Co., Ltd. Independent Director of Kingstate Electronics Corp. Chairperson of Sheng Shin Precision Co., Ltd. | |
| Chang, Ming-Lei (Independent Director) | V | Department of Finance and Tax, National Chengchi University Master’s Degree Department of Public Finance, National Chengchi University PhD in Accounting, National Taiwan University Associate Professor, Department of Accounting and Director of Career Development of Business Office, Chung Yuan Christian University Supervisor of Taiwan Cooperative Bank Independent Director of Chant Sincere Co., Ltd. | Professor and Director, Department of Accounting and Vice Dean, Business School, Chung Yuan Christian University Director of Taiwan Cooperative Bank Independent Director of Chant Sincere Co., Ltd. Independent Director of Bausen Inc. | |||
| Liu, Ko-Ping (COO & Acting Managing Director) | V | EMBA, National Chengchi University Department of Mechanical Engineering, National Taiwan University of Science and Technology | Chief Operating Officer and Acting Managing Director of TaiSol Electronics Co., Ltd. Managing Director of TaiSol Electronics (Thailand) Co., Ltd. Director of DongGuan Electronics Co., Ltd. Director of SiYang TaiSol Electronics Co., Ltd. Director of Suzhou TaiSol Electronics Co., Ltd. |
Nomination Committee
Nomination Committee – Articles of Association
Nomination Committee
The Company formed the Nomination Committee in February 2021. The Board of Directors authorizes the Committee to fulfill the following duties with the duty of care and submit its recommendations to the Board for discussion.
(1) Establish the criteria for Board members regarding the required expertise, skills, and experience, their diverse backgrounds (like gender), and their independence, then use this criterion to determine, reevaluate and nominate candidates for directorship and senior management.
(2) Establish and develop the organizational structure of the Board and committees, evaluate the performance of the Board, committees, directors, and senior managers, and the independence of independent directors
(3) Establish and regularly review the directors’ education program and succession plans for directors and senior managers.
(4) Revise the Company’s Code of Corporate Governance Practices.
Nomination Committee Operation
I. The Company’s Nomination Committee comprises three members, of which the majority shall be independent directors. Current term: 3nd; 2024/5/24 ~ 2027/5/23
II. Nomination Committee Attendance:
The Nomination CommitThe Nomination Committee for 2024 has held three meetings. The attendance records are as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Peng, Peng-Huang | 3 | 0 | 100% | Re-elected |
| Member | Wang, Hwei-Min | 3 | 0 | 100% | Newly-elected |
| Member | Wang, Sheng-Shun | 3 | 0 | 100% | Newly-elected |
III. Other issues to be included:
- The Nomination Committee convened three regular meetings this year on January 15, 2025, March 5, 2025, and August 6, 2025.
2. Discussion topics for 2025 include:
(1)Approval of the performance evaluation results for the Board of Directors (including
functional committees) and management for FY2024.
(2)Approval of the proposal to elect one additional independent director at the 2025 Annual
General Meeting of Shareholders, including a review of the composition and statutory
qualifications of the independent director candidate(s)
(3)Evaluation of the independence of the independent director candidate(s).
(4)Nomination of the list of the independent director candidate(s).
(5)Approval of the establishment of the Sustainability Development Committee and the
adoption of its Charter.
(6)Nomination of the members of the Sustainability Development Committee.
(7)Approval of the adjustment to the position of the Company’s Chief Strategy Officer.
3. Recommendations from the Nomination Committee that the Board didn’t accept or amend:
None.
4. Members of the Nomination Committee that object or have reservations on the resolutions of
the Nomination Committee and are recorded or stated in writing: None.
Remuneration Committee
Remuneration Committee – Articles of Association
Remuneration Committee
- ●The Remuneration Committee evaluates the remuneration policies and systems of the
Company’s directors and managers professionally and objectively. It makes Suggestions to the
Board of Directors for its reference in making decisions. - ●According to the Articles of Incorporation of the Remuneration Committee, the Committee shall
consist of three members appointed by resolution of the Board, of which the majority shall be
independent directors. The term of office of the committee members is the same as that of the
Board of Directors.
●The members of the Remuneration Committee shall not participate in the discussion
and vote on the remuneration matters of its members if it is detrimental to the
interests of the Company and shall recuse themselves from the discussion and vote.
Composition & Responsibility
The Company’s Remuneration Committee comprises three members, of which the majority shall be independent directors. Current term: 6th; 2024/5/24 ~ 2027/5/23
Professional Certification and Experience of the Remuneration Committee Members :
| Title | Name | Attendance in Person |
|---|---|---|
| Convener | Chen, Li-Mei | Holds an Executive MBA from National Sun Yat-sen University and an MBA from The Chinese University of Hong Kong. Currently serving as Chairperson of Sheng Shin Precision Co., Ltd., with over 30 years of industry experience. Specializes in financial accounting and business management, enhancing corporate governance within the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an Independent Director for Kingstate Electronics Corp. and this company. No violations of Article 30 of the Company Act have occurred. |
| Member | Wang, Hwei-Min | Holds a Master’s degree in Industrial Management from Chung Hua University and is a certified public accountant (CPA). Currently practicing at Wang Hweimin Accounting Firm, with over 30 years of professional experience, including serving as the former Managing Partner of Moores Rowland CPAs Firm. Specializing in financial accounting and legal matters, his expertise strengthens corporate governance within the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an Independent Director for GIGABYTE Technology Co., Ltd., Phison Electronics Corp., and the company. No violations of Article 30 of the Company Act have occurred. |
| Member | Wang, Sheng-Shun | Holds a Master’s degree in Law from National Taiwan University and is a qualified attorney. Currently a Partner and Managing Attorney at Chao, Wang & Lin Attorneys at Law, with over 30 years of legal experience. Specializes in legal matters and business management, contributing to the enhancement of corporate governance in the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an Independent Director for Lifestyle Global Enterprise, Inc. and this company. No violations of Article 30 of the Company Act have occurred. |
- ♦︎2025 Work Highlights:
- 1.Review of the performance evaluation indicators and assessment results for directors and
- managerial officers for fiscal year 2024.
- 2.Review and approval of the year-end bonuses for fiscal year 2024, including the distribution
criteria and proposed amounts. - 3.Review and approval of the proposal for the appropriation of employee and director remuneration
for fiscal year 2024. - 4.Review and approval of the “Regulations Governing the Remuneration and Compensation
Management of the Board of Directors and Functional Committees.” - 5.Review and approval of the proposal for job position adjustments and compensation
arrangements for senior management. - 6.Review and approval of the proposal for salary adjustments for managerial officers for fiscal year
2025. - 7.Review and approval of employee remuneration and performance bonuses for fiscal year 2024.
Remuneration Committee Operation
♦︎2025 Operation
The Remuneration Committee for 2025 has held three meetings. The attendance records are as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Chang, Wen-Tien | 3 | 0 | 100% | Re-elected |
| Member | Wang, Hwei-Min | 3 | 0 | 100% | Re-elected |
| Member | Wang, Sheng-Shun | 3 | 0 | 100% | Re-elected |
2. Recommendations from the Remuneration Committee that the Board didn’t accept
or amend: None.
3. Members of the Remuneration Committee that object or have reservations on the
resolutions of the Remuneration Committee and are recorded or stated in writing:
None.
Audit Committee
Audit Committee – Articles of Association
Audit Committee
The Audit Committee assists the Board of Directors by monitoring the quality and integrity of the Company’s accounting, auditing, financial reporting process, and financial controls.
Composition & Responsibility
The Audit Committee was established on July 5, 2021, with three members. The second term of the Audit Committee is from May 24, 2024, to May 23, 2027.
The Matters the Audit Committee Discusses Include:
(1) Establishment or amendment of the internal control system.
(2) Evaluation of the effectiveness of the internal control system.
(3) The establishment or amendment of the procedure for handling significant financial operations, including the acquisition or disposal of assets, derivative transactions, loan of funds to other parties, endorsements, and guarantees.
(4) Matters involving the directors’ private interests.
(5) Important assets or derivative transactions.
(6) Important loans of funds, endorsements, or guarantees.
(7) The raising, issuance, or private placement of securities of an equity nature.
(8) The appointment, dismissal, or remuneration of a certified public accountant.
(9) Appointment and dismissal of financial, accounting, or internal audit officers.
(10) Annual financial reports and quarterly financial reports subject to audit and certification of a certified public accountant.
(11) Other significant matters as required by the Company or other authorities.
Professional Certification and Experience of the Audit Committee Members :
| Title | Name | Education, Experience & Professional Certification |
|---|---|---|
| Convener | Wang, Hwei-Min | Holds a Master’s degree in Industrial Management from Chung Hua University and is a certified public accountant (CPA). Currently practicing at Wang Hweimin Accounting Firm, with over 30 years of professional experience, including serving as the former Managing Partner of Moores Rowland CPAs Firm. Specializing in financial accounting and legal matters, his expertise strengthens corporate governance within the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an Independent Director for GIGABYTE Technology Co., Ltd., Phison Electronics Corp., and the company. No violations of Article 30 of the Company Act have occurred. |
| Member | Wang, Sheng-Shun | Holds a Master’s degree in Law from National Taiwan University and is a qualified attorney. Currently a Partner and Managing Attorney at Chao, Wang & Lin Attorneys at Law, with over 30 years of legal experience. Specializes in legal matters and business management, contributing to the enhancement of corporate governance in the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an Independent Director for Lifestyle Global Enterprise, Inc. and this company. No violations of Article 30 of the Company Act have occurred. |
| Member | Chen, Li-Mei | Holds an Executive MBA from National Sun Yat-sen University and an MBA from The Chinese University of Hong Kong. Currently serving as Chairperson of Sheng Shin Precision Co., Ltd., with over 30 years of industry experience. Specializes in financial accounting and business management, enhancing corporate governance within the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an Independent Director for Kingstate Electronics Corp. and this company. No violations of Article 30 of the Company Act have occurred. |
| Member | Chang , Ming-Lei |
Holds a Ph.D. in Accounting from National Taiwan University and is a Certified Public Accountant. Currently serves as Chair of the Department of Accounting at Chung Yuan Christian University and has extensive academic experience. Specializes in financial accounting, enhancing corporate governance within the Board of Directors and improving the supervisory function of the Audit Committee. Currently serves as an independent director of Chant Sincere Co., Ltd., Bausen Inc., Yulon Motor Co., Ltd., and the Company. No violations of Article 30 of the Company Act have occurred. |
2025 Work Highlights:
- Review of the Annual Operating Plan
- The Audit Committee considered the Company’s business strategy and industry status and reviewed the operating plan and budget for 2025 before submitting it to the Board of Directors for approval.
- Review of Accountants’ Independence and Annual Attestation Fees
- The Audit Committee evaluates the independence and suitability of the appointed accountants based on the company’s operational needs and with reference to the Audit Quality Indicators (AQIs), and reports the evaluation results to the Board of Directors.
- Review of the Financial Statements
- The Board of Directors issued the Company’s 2024 annual business report, financial statements, and surplus appropriation plans. KPMG Taiwan was appointed to review the financial statements and issue an audit report.
- The Audit Committee audited the above mentioned business report, financial statements, and surplus appropriation plans and concluded that everything is consistent.
- Consideration of Loan of Funds
- The Audit Committee considered the proposal of loaning funds to other parties based on the Company’s interest, the capital planning, and the risk of inter-group loaning and then submitted the results to the Board of Directors for approval.
- Consideration of Endorsement and Guarantee
- The Audit Committee considered the proposal of endorsement and guarantee based on the Company’s interest, the capital planning, and the risk of inter-group endorsement and guarantee and then submitted the results to the Board of Directors for approval.
- Evaluation of the Effectiveness of the Internal Control System
- The Audit Committee evaluated the effectiveness of the design and implementation of the Company’s internal control system for 2024. The committee reviewed the self-assessment results of the internal control system of each department and the correction of internal control deficiencies and irregularities identified by the auditing party. Based on the results, the committee concluded that the Company’s risk management and internal control system are adequate, and the Company has adopted the necessary control mechanisms to monitor and correct violations.
- Review of 2026 Audit Plan
2024 Work Highlights:
- Review of the Annual Operating Plan
- The Audit Committee considered the Company’s business strategy and industry status and reviewed the operating plan and budget for 2024 before submitting it to the Board of Directors for approval.
- Review of Accountants’ Independence and Annual Attestation Fees
- The Audit Committee evaluates the independence and suitability of the appointed accountants based on the company’s operational needs and with reference to the Audit Quality Indicators (AQIs), and reports the evaluation results to the Board of Directors.
- Review of the Financial Statements
- The Board of Directors issued the Company’s 2023 annual business report, financial statements, and surplus appropriation plans. KPMG Taiwan was appointed to review the financial statements and issue an audit report.
- The Audit Committee audited the above mentioned business report, financial statements, and surplus appropriation plans and concluded that everything is consistent.
- Consideration of Loan of Funds
- The Audit Committee considered the proposal of loaning funds to other parties based on the Company’s interest, the capital planning, and the risk of inter-group loaning and then submitted the results to the Board of Directors for approval.
- Consideration of Endorsement and Guarantee
- The Audit Committee considered the proposal of endorsement and guarantee based on the Company’s interest, the capital planning, and the risk of inter-group endorsement and guarantee and then submitted the results to the Board of Directors for approval.
- Evaluation of the Effectiveness of the Internal Control System
- The Audit Committee evaluated the effectiveness of the design and implementation of the Company’s internal control system for 2023. The committee reviewed the self-assessment results of the internal control system of each department and the correction of internal control deficiencies and irregularities identified by the auditing party. Based on the results, the committee concluded that the Company’s risk management and internal control system are adequate, and the Company has adopted the necessary control mechanisms to monitor and correct violations.
- Review of 2025 Audit Plan
2025 Operation
- The Audit Committee for 2025 has held eight meetings. The attendance records are as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Wang, Hwei-Min | 8 | 0 | 100% | |
| Member | Wang, Sheng-Shun | 8 | 0 | 100% | |
| Member | Chen, Li-Mei | 8 | 0 | 100% | |
| Member | Chang , Ming-Lei | 3 | 0 | 100% | Appointed on May 22, 2025 |
- Matters listed in Article 14-5 of the Securities and Exchange Act.
| Date/Session | Content of Proposal | Items suggested or opposed by Independent directors | Resolution result by the Audit Committee |
|---|---|---|---|
| January 15, 2025, 2st Session, 5th Meeting | 1.Change of the certifying CPA, and review of CPA independence and audit fees for fiscal year 2025. 2.Proposal for the 2025 business plan and budget 3.Proposal to revoke the credit facility for intercompany loans from subsidiary Siyang TaiSol Electronics Co., Ltd. to Suzhou TaiSol Electronics Co., Ltd. 4.Proposal to amend the Company’s “Procedures for Lending of Funds to Others. ” 5.Proposal to amend the Company’s “Procedures for Endorsements and Guarantees.” | None | The matter is approved by all the attendees. |
| March 5, 2025, 2st Session, 6th Meeting | 1.Proposal for 2024 Standalone and Consolidated Financial Statements 2.Proposal for 2024 “Assessment of Internal Control Effectiveness” and “Internal Control System Declaration” 3.Proposal for 2024 Business Report and Profit Distribution Proposal 4.Proposal to amend the Company’s “Internal Control System.” 5.Proposal for Lift Non-Compete Restrictions for Directors | None | The matter is approved by all the attendees. |
| March 27, 2025, 2st Session, 7th Meeting | 1.. Proposal for a private placement of common shares to increase the Company’s capital. | None | The matter is approved by all the attendees. |
| April 10, 2025 2nd Session,1st Extraordinary Meeting | 1. Proposal for the Company’s treasury stock buyback | None | The matter is approved by all the attendees. |
| April 29, 2025, 2st Session, 8th Meeting | 1.Proposal for Funding Loan from Subsidiary Dongguan TaiSol Electronics Co., Ltd. to Siyang TaiSol Electronics Co., Ltd. | None | The matter is approved by all the attendees. |
| August 6, 2025, 2nd Session, 9th Meeting | 1.Proposal for Preparation of the Consolidated Financial Statements for the Second Quarter of 2025. 2.Proposal for Application for Bank Foreign Exchange (Hedging) Transaction Limits 3.Proposal for Lift Non-Compete Restrictions for Directors. | None | The matter is approved by all the attendees. |
| September 24, 2025 2nd Session, 10th Meeting | 1.Proposal for the subsidiary Dongguan TaiSol Electronics Co., Ltd. to establish a new subsidiary. | None | The matter is approved by all the attendees. |
| October 30,2025, 2nd Session, 11th Meeting | 1.Approval of the 2026 Audit Plan. 2. Proposal for intercompany loans from Dongguan TaiSol Electronics Co., Ltd. to Suzhou TaiSol Electronics Co., Ltd. 3. Proposal for intercompany loans from the Company to TaiSol Electronics (Hong Kong) Co., Ltd. | None | The matter is approved by all the attendees. |
2024 Operation
- The Audit Committee for 2024 has held seven meetings. The attendance records are as follows:
First Audit Committee (Meeting Date: January 12, 2024, March 1,2024 and April 29, 2024)
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Fang,Yen-Ling | 3 | 0 | 100% | |
| Member | Chang, Wen-Tien | 3 | 0 | 100% | |
| Member | Tseng,Tien-Yun | 3 | 0 | 100% | |
| Member | Chen,Chih-Hung | 3 | 0 | 100% |
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Wang, Hwei-Min | 4 | 0 | 100% | |
| Member | Wang, Sheng-Shun | 4 | 0 | 100% | |
| Member | Chen, Li-Mei | 4 | 0 | 100% |
- Matters listed in Article 14-5 of the Securities and Exchange Act.
| Date/Session | Content of Proposal | Items suggested or opposed by Independent directors |
Resolution result by the Audit Committee |
|---|---|---|---|
| January 12, 2024, 1st Session, 13th Meeting |
1. Proposal for the 2024 business plan and budget 2. Proposal for 2024 CPA independence review and annual certification fees 3. Proposal for Subsidiary Siyang TaiSol Electronics Co., Ltd.’s Funding Loan to Suzhou TaiSol Electronics Co., Ltd. 4. Proposal for Amend the Company’s “Procedures for Acquiring or Disposing of Assets” |
None | The matter is approved by all the attendees |
| March 1, 2024, 1st Session, 14th Meeting |
1. Proposal for 2023 “Assessment of Internal Control Effectiveness” and “Internal Control System Declaration” 2. Proposal for 2023 Standalone and Consolidated Financial Statements 3. Proposal for 2023 Business Report and Profit Distribution Proposal 4. Proposal for Termination of Operations for Subsidiary Taisol Electronics Japan Co., Ltd. 5. Proposal for Lift Non-Compete Restrictions for Newly Appointed Directors |
1. Independent Director Tseng Tien-Yun expressed a qualified opinion on the 2023 standalone and consolidated financial statements. 2. All Independent Directors expressed reservations regarding the proposal to lift the non-compete restrictions for the newly appointed directors of the company. Specifically, they reserved their stance on lifting the non-compete restrictions for the three representatives of Singatron Enterprise Co., Ltd., namely Kan Hsin-Nan, Peng Peng-Huang, and Yang Cheng-Gang, and recommended that this procedure be completed by the next Board of Directors after the shareholders’ meeting. |
1. 2023 Standalone and Consolidated Financial Statements: Independent Director Tseng Tien-Yun expressed a qualified opinion, while the remaining directors agreed to approve the proposal as presented. 2. Proposal to Lift Non-Compete Restrictions for Newly Appointed Directors: Independent Directors Chang Wen-Tien, Fang Yen-Ling, Chen Chih-Hung, Tseng Tien-Yun, and Director Lin Chan-Lieh expressed reservations regarding the lifting of non-compete restrictions for the three representatives of Singatron Enterprise Co., Ltd., namely Kan Hsin-Nan, Peng Peng-Huang, and Yang Cheng-Gang. They recommended that the procedure be completed by the next Board of Directors after the shareholders’ meeting. Directors Peng Peng-Huang and Hsieh Chun-Shan supported the proposal as presented. |
| April 29, 2024, 1st Session, 15th Meeting |
1. Proposal for Funding Loan from Subsidiary Dongguan TaiSol Electronics Co., Ltd. to Siyang TaiSol Electronics Co., Ltd. 2. Proposalfor Cancellation of Short-Term Financing Limits for Subsidiary Siyang TaiSol Electronics Co., Ltd. and Suzhou TaiSol Electronics Co., Ltd., and Simultaneous Release of the Company’s Endorsement Guarantees for Siyang TaiSol and Suzhou TaiSol |
None | The matter is approved by all the attendees |
| June 27, 2024, 2nd Session, 1st Meeting |
1. Proposal for Lift Non-Compete Restrictions for the Company’s Directors 2. Proposal for Increase the Capital Expenditure Budget for 2024 |
None | The matter is approved by all the attendees |
| August 7, 2024, 2nd Session, 2nd Meeting |
1. Proposal for Preparation of the Consolidated Financial Statements for the Second Quarter of 2024 2. Proposal for Application for Bank Foreign Exchange (Hedging) Transaction Limits 3. Proposal for Appointment of the Company’s Audit Supervisor 4. Proposal for Termination of Operations for Subsidiary Vietnam TaiSol Electronics Company Limited 5. Proposal for Overseas Investment Proposal |
None | The matter is approved by all the attendees |
| September 12, 2024, 2nd Session, 3nd Meeting |
1.Proposal to Increase Investment in Thailand 2.Proposal for Land Acquisition by Thai Subsidiary, TaiSol Electronics (Thailand) Co., Ltd. |
None | The matter is approved by all the attendees |
| October 30, 2024, 2nd Session, 4th Meeting |
1.Approval of the Consolidated Financial Statements for the Third Quarter of 2024 2.Approval of the 2025 Audit Plan 3.Establishment of the “Procedures for Preparing and Assuring Sustainability Reports” 4.Amendment to the Company’s “Internal Control System” 5.Amendment to the Company’s “Operational Guidelines for Group Enterprises, Specific Companies, and Related Party Transactions” 6.Change in the Company’s Chief Audit Officer 7.Loan from Dongguan TaiSol Electronics Co., Ltd. to Suzhou TaiSol Electronics Co., Ltd. 8.Loan from the Company to TaiSol Electronics (Hong Kong) Co., Ltd. 9.Approval to Release Non-Compete Restrictions on the Company’s Directors |
None | The matter is approved by all the attendees |
2023 Work Highlights:
- Review of the Annual Operating Plan
- The Audit Committee considered the Company’s business strategy and industry status and reviewed the operating plan and budget for 2023 before submitting it to the Board of Directors for approval.
- Review of Accountants’ Independence and Annual Attestation Fees
- The Audit Committee evaluates the independence and suitability of the appointed accountants based on the company’s operational needs and with reference to the Audit Quality Indicators (AQIs), and reports the evaluation results to the Board of Directors.
- Review of the Financial Statements
- The Board of Directors issued the Company’s 2022 annual business report, financial statements, and surplus appropriation plans. KPMG Taiwan was appointed to review the financial statements and issue an audit report.
- The Audit Committee audited the above mentioned business report, financial statements, and surplus appropriation plans and concluded that everything is consistent.
- Consideration of Loan of Funds
- The Audit Committee considered the proposal of loaning funds to other parties based on the Company’s interest, the capital planning, and the risk of inter-group loaning and then submitted the results to the Board of Directors for approval.
- Consideration of Endorsement and Guarantee
- The Audit Committee considered the proposal of endorsement and guarantee based on the Company’s interest, the capital planning, and the risk of inter-group endorsement and guarantee and then submitted the results to the Board of Directors for approval.
- Draft the Company’s “General Principles on PreApproval Policy for Non-Assurance Services”
- Evaluation of the Effectiveness of the Internal Control System
- The Audit Committee evaluated the effectiveness of the design and implementation of the Company’s internal control system for 2022. The committee reviewed the self-assessment results of the internal control system of each department and the correction of internal control deficiencies and irregularities identified by the auditing party. Based on the results, the committee concluded that the Company’s risk management and internal control system are adequate, and the Company has adopted the necessary control mechanisms to monitor and correct violations.
- Review of the amendments to the Company’s “Standards of Procedure for Board of Directors” and “Rules of Procedure for Shareholders’ Meetings”
- Review of 2024 Audit Plan
2023 Operation
- A total of 5 Audit Committee meetings were held in 2023. The attendance of the independent directors was as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | FANG,YEN-LING | 5 | 0 | 100% | |
| Member | CHANG,WEN-TIEN | 5 | 0 | 100% | |
| Member | TSENG,TIEN-YUN | 5 | 0 | 100% | |
| Member | CHEN,CHIH-HUNG | 5 | 0 | 100% |
- Matters listed in Article 14-5 of the Securities and Exchange Act.
| Date/Session | Content of Proposal | Items suggested or opposed by Independent directors |
Resolution result by the Audit Committee |
|---|---|---|---|
| 2023/01/13 8rd meeting 1st session |
1. Proposal for the 2023 Annual Plan of Operations and Budget 2. Proposal for the 2023 Annual Review of Accountant Independence and Attestation Fees 3. Proposal for the the Company’s endorsement and guarantee for Siyang TaiSol Electronics and Suzhou TaiSol Electronics |
None | The matter is approved by all the attendees |
| 2023/02/24 9rd meeting 1st session |
1. Proposal for 2022 “Effectiveness Review of the Internal Control System” and “Statement of the Internal Control System” 2. Proposal for the preparation of the 2022 individual financial report and the consolidated financial statement 3. Proposal for 2022 Business report and surplus appropriation plan 4. Proposal for the Release the Prohibition on Directors from Participation in Competitive Business. |
None | The matter is approved by all the attendees |
| 2023/05/12 10rd meeting 1st session |
1. Proposal for the appointment of the company’s audit manager 2. Proposal for the loans to Siyang TaiSol Electronics by Dongguan TaiSol Electronics |
None | The matter is approved by all the attendees |
| 2023/08/11 11rd meeting 1st session |
1. Proposal for the preparation of the 2023 Q2 consolidated financial statements | None | The matter is approved by all the attendees |
| 2023/10/30 12rd meeting 1st session |
1. Proposal for the loans to Suzhou TaiSol Electronics by Dongguan TaiSol Electronics 2. Proposal for the adjustment of Company’s endorsement and guarantee limit for Siyang TaiSol Electronics and Suzhou TaiSol Electronics |
None | The matter is approved by all the attendees |
2022 Work Highlights:
- Review of the Annual Operating Plan
- The Audit Committee considered the Company’s business strategy and industry status and reviewed the operating plan and budget for 2022 before submitting it to the Board of Directors for approval.
- Review of Accountants’ Independence and Annual Attestation Fees
- The Audit Committee evaluated the independence and suitability of the appointed accountants according to the Company’s requirements and reported the results to the Board of Directors.
- Review of the Financial Statements
- The Board of Directors issued the Company’s 2021 annual business report, financial statements, and surplus appropriation plans. KPMG Taiwan was appointed to review the financial statements and issue an audit report.
- The Audit Committee audited the above mentioned business report, financial statements, and surplus appropriation plans and concluded that everything is consistent.
- Consideration of Loan of Funds
- The Audit Committee considered the proposal of loaning funds to other parties based on the Company’s interest, the capital planning, and the risk of inter-group loaning and then submitted the results to the Board of Directors for approval.
- Consideration of Endorsement and Guarantee
- The Audit Committee considered the proposal of endorsement and guarantee based on the Company’s interest, the capital planning, and the risk of inter-group endorsement and guarantee and then submitted the results to the Board of Directors for approval.
- Evaluation of the Effectiveness of the Internal Control System
- The Audit Committee evaluated the effectiveness of the design and implementation of the Company’s internal control system for 2021.
The committee reviewed the self-assessment results of the internal control system of each department and the correction of internal control deficiencies and irregularities identified by the auditing party. Based on the results, the committee concluded that the Company’s risk management and internal control system are adequate, and the Company has adopted the necessary control mechanisms to monitor and correct violations.
- The Audit Committee evaluated the effectiveness of the design and implementation of the Company’s internal control system for 2021.
- Review of the Audit Plan
- The Audit Committee reviewed the audit plan for FY112 based on the regular reports from the Company’s audit office and certified public accountants and the risks identified by these parties. After identifying the risks in the internal control cycles and determining their severity, the review results are submitted to the Board of Directors for approval.
2022 Operation
- The Audit Committee met five times from January 1 to December 31, 2022, and the attendance is as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | FANG,YEN-LING | 5 | 0 | 100% | |
| Member | CHANG,WEN-TIEN | 5 | 0 | 100% | |
| Member | TSENG,TIEN-YUN | 5 | 0 | 100% | |
| Member | CHEN,CHIH-HUNG | 5 | 0 | 100% |
- Matters listed in Article 14-5 of the Securities and Exchange Act.
| Date/Session | Content of Motion | Subjects That Independent Directors Object to, Have Reservations about or Have Major Suggestions for | Audit Committee Resolution and the Company’s Handling of the Committee’s Suggestions |
|---|---|---|---|
| 2022/01/21 3rd meeting 1st session | 1. 2022 Annual Plan of Operations and Budget 2. 2022 Annual Review of Accountant Independence and Attestation Fees 3. New application for forward exchange (hedging) transaction limits 4. The Company’s endorsement and guarantee for Siyang TaiSol Electronics and Suzhou TaiSol Electronics | No | All members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. |
| 2022/02/25 4th meeting 1st session | 1. 2021 “Effectiveness Review of the Internal Control System” and “Statement of the Internal Control System” 2. Issuance of the 2021 individual financial report and the consolidated financial statement 3. 2021 Business report and surplus appropriation plan 4. Revision of the Company’s “Acquisition and Disposal Procedure of Assets” | No | All members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. |
| 2022/08/05 6th meeting 1st session | 1. Issuance of the consolidated financial statements for the second quarter of 2022 2. The Company’s loan of funds to Suzhou TaiSol Electronics | No | All members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. |
| 2022/11/04 7th meeting 1st session | 1. The Company’s issuance of the third domestic unsecured convertible bonds 2. Loan of funds from Siyang TaiSol Electronics to Suzhou TaiSol Electronics 3. Loan of funds from Dongguan TaiSol Electronics to Suzhou TaiSol Electronics 4. The directors’ release from obligations of the prohibition on business competition | No | All members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. |
2021 Work Highlights:
- Review of Audit Plan
- The Audit Committee reviewed the audit plan for FY2022 based on the regular reports from the Company’s audit office and certified public accountants and the risks identified by these parties. After identifying the risks in the internal control cycles and determining their severity, the review results are submitted to the Board of Directors for approval.
- Consideration of Loan of Funds
- The Audit Committee according to the requirements of company’s operation and considering the company’s capital planning and the risk of capital loans between the group, it is based on the proposal of the fund lending to others then submit to Board of Directors for approval.
- Consideration of Endorsement and Guarantee
- The Audit Committee considered the proposal of endorsement and guarantee based on the Company’s interest, the capital planning, and the risk of inter-group endorsement and guarantee and then submitted the results to the Board of Directors for approval.
- Review of establish a subsidiary
- The Audit Committee according to the requirements of company’s operation and considering the company’s capital planning and operating risks to review the proposal of the establishment of a subsidiary then submit to Board of Directors for approval.
- Correct the internal control system
- The Audit Committee evaluates the validity of internal control policy and program (including control measures of finance, operation, risk management and law abiding, etc. ) and correct the related documents of internal control program after review the regular report by the audit room of the company and Visa accountant, the Audit Committee think the internal control program is effectively and the company had already taken necessarily control system to monitoring and correct the Irregularities.
2021 Operation:
- The Audit Committee met twice from July 5 to December 31, 2021, and the attendance is as follows:
| Title | Name | Actual Attendance (times) | Entrusted Attendance (times) | Actual Attendance Rate (%) | Note |
|---|---|---|---|---|---|
| Convener | FANG,YEN-LING | 2 | 0 | 100% | Newly-elected |
| Committee member | CHANG,WEN-TIEN | 2 | 0 | 100% | Newly-elected |
| Committee member | TSENG,TIEN-YUN | 2 | 0 | 100% | Newly-elected |
| Committee member | CHEN,CHIH-HUNG | 2 | 0 | 100% | Newly-elected |
- Matters listed in Article 14-5 of the Securities and Exchange Act.
| Date/Session | Content of motion | Subjects that Independent Directors Objects to/ Have Reservations about/ Have Major Suggestions for | Audit Committee Resolution/ Handling of the Committee’s Suggestions |
|---|---|---|---|
| 2021/08/06 1st meeting 1st session | 1. Issuance of the consolidated financial statements for the second quarter of 2021 2. The Company’s endorsement and guarantee for Siyang TaiSol Electronics and Suzhou TaiSol Electronics 3. The Company’s loan of funds to Suzhou TaiSol Electronics 4. Establishment of Vietnam Taisol electronics co., Ltd. 5. Revision of the subsidiary’s “fund lending to other people’s operation procedures” 6. It is proposed to revise part of the text of the subsidiary’s “endorsement guarantee operation procedure” | No | All members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. |
| 2021/11/05 2nd meeting 1st session | 1. 2021 audit plan 2. Loan of funds from Siyang TaiSol Electronics to Suzhou TaiSol Electronics 3. The directors’ release from obligations of the prohibition on business competition | No | All members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. |
| Date/SessionContent of motionSubjects that Independent Directors Objects to/ Have Reservations about/ Have Major Suggestions forAudit Committee Resolution/ Handling of the Committee’s Suggestions2021/08/06 1st meeting 1st session1. Issuance of the consolidated financial statements for the second quarter of 2021 2. The Company’s endorsement and guarantee for Siyang TaiSol Electronics and Suzhou TaiSol Electronics 3. The Company’s loan of funds to Suzhou TaiSol Electronics 4. Establishment of Vietnam Taisol electronics co., Ltd. 5. Revision of the subsidiary’s “fund lending to other people’s operation procedures” 6. It is proposed to revise part of the text of the subsidiary’s “endorsement guarantee operation procedure”NoAll members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved.2021/11/05 2nd meeting 1st session1. 2021 audit plan 2. Loan of funds from Siyang TaiSol Electronics to Suzhou TaiSol Electronics 3. The directors’ release from obligations of the prohibition on business competition NoAll members of the Audit Committee present agreed to approve the proposal, and all directors present at the Board of Directors’ Meeting accepted the recommendation of the Audit Committee. The proposals are approved. | |||
Independent Director Communication
Communication Policy between Independent Directors and Accountants
The Company’s independent directors and management officers regularly communicate with the accountants regarding the Company’s financial status and the effectiveness of the design and implementation of the internal control system. In the absence of directors or management officers, TaiSol will hold separate meetings with the accountants to report and make suggestions to the independent directors regarding the results of their inspections and reviews of the finances, accounting, and internal control systems.
I. Communications between the independent directors and accountants (independent directors and accountants communicate separately)
| Date | Audit Committee/ Session – Meeting (Symposium) | Communication Subjects | Communication Results |
|---|---|---|---|
| 2021/11/05 | Audit Committee 2nd meeting, 1st session | 1. Independence 2. Contents of the 2021 Third Quarter Consolidated Financial Statements 3. Important regulatory updates | Discussed and approved by all members present. |
| 2022/02/25 | Audit Committee 4th meeting, 1st session | 1. Independence 2. Contents of the 2021 Annual Consolidated Financial Statements 3. Important regulatory updates | Discussed and approved by all members present. |
| 2022/05/06 | Audit Committee 5th meeting, 1st session | 1. Independence 2. Contents of the 2022 First Quarter Consolidated Financial Statements 3. Important regulatory updates | Discussed and approved by all members present. |
| 2022/08/05 | Audit Committee 6th meeting, 1st session | 1. Contents of the 2022 Second Quarter Consolidated Financial Statements 2 .Important regulatory updates | Discussed and approved by all members present. |
| 2022/11/04 | Audit Committee 7th meeting, 1st session | 1. Independence 2. Contents of the 2022 Third Quarter Consolidated Financial Statements 3. Important regulatory updates | Discussed and approved by all members present. |
| 2022/11/04 | Symposium | 1. Financial Statement Review Plan and Critical Review Report | Independent directors were informed. |
| 2023/01/13 | Audit Committee 8th meeting, 1st session |
1. Independence Statement 2. Explanation of Audit Quality Indicators (AQIs) |
|
| 2023/02/24 | Audit Committee 9th meeting, 1st session |
1. Independence 2. Contents of the 2022 Annual Consolidated Financial Statements 3. Important regulatory updates |
|
| 2023/05/12 | Audit Committee 10th meeting, 1st session |
1. Independence 2. Contents of the 2023 First Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2023/08/11 | Audit Committee 11th meeting, 1st session |
1. Independence 2. Contents of the 2023 First Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2023/10/30 | Audit Committee 12th meeting, 1st session |
1. Independence 2. Contents of the 2023 Third Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2023/10/30 | Symposium | 1. Audit Planning and Report on Key Audit Matters for the 2023 Financial Statements | |
| 2024/01/12 | Audit Committee 13th meeting, 1st session |
1. Independence Statement 2. Explanation of Audit Quality Indicators (AQIs) |
|
| 2024/03/01 | Symposium | 1. Explanation of Key Audit Matters | |
| 2024/03/01 | Audit Committee 14th meeting, 1st session |
1. Independence 2. Contents of the 2023 Annual Consolidated Financial Statements 3. Important regulatory updates |
|
| 2024/04/29 | Audit Committee 15th meeting, 1st session |
1. Independence 2. Contents of the 2024 First Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2024/08/07 | Symposium | 1. Audit Planning and Report on Key Audit Matters for the 2024 Financial Statements | |
| 2024/08/07 | Audit Committee 2nd meeting, 2nd session |
1. Independence 2. Contents of the 2024 Second Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2024/10/30 | Audit Committee 4th meeting, 2nd session |
1. Independence 2. Contents of the 2024 Third Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2025/01/15 | Audit Committee 5th meeting, 2nd session |
1. Independence Statement 2. Explanation of Audit Quality Indicators (AQIs) |
|
| 2025/03/05 | Symposium | 1. Explanation of Key Audit Matters | |
| 2025/03/05 | Audit Committee 6th meeting, 2nd session |
1. Independence 2. Contents of the 2024 Annual Consolidated Financial Statements 3. Important regulatory updates |
|
| 2025/04/29 | Audit Committee 8th meeting, 2nd session |
1. Independence 2. Contents of the 2025 First Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2025/08/06 | Audit Committee 9th meeting, 2nd session |
1. Independence 2. Contents of the 2025 Second Quarter Consolidated Financial Statements 3. Important regulatory updates |
|
| 2025/10/30 | Symposium | 1. Audit Planning and Report on Key Audit Matters for the 2025 Financial Statements | |
| 2025/10/30 | Audit Committee 11th meeting, 2nd session |
1. Independence 2. Contents of the 2025 Third Quarter Consolidated Financial Statements 3. Important regulatory updates |
Note: The Audit Committee of the Company was formed on 2021/07/05.
Current term of the Board: 2021/07/05 ~ 2024/07/04
Communication Policy between Independent Directors and Internal Audit Officers
1. Every year, the Company holds two separate meetings to report to the independent directors on the audit business, audit results, and follow-up status.
2. Communications will be done by telephone or email regularly. When a critical or urgent issue occurs, a meeting will be held to discuss the matter.
3. After examination, the audit report and follow-up report will be submitted to the Audit Committee for review by the end of the following month.
I. Communication between the independent directors, supervisors, and the auditors
| Date | Form | Key Points | Communication Results |
|---|---|---|---|
| 2020/06/05 | Symposium | 1、2020 January~April audit execution status and follow-up report 2、Report on the current internal control operation |
Independent directors and supervisors were informed and has no further comments. |
| 2020/11/06 | Symposium | 1、2020 May~October audit execution status and follow-up report 2、Report on the current internal control operation |
Independent directors and supervisors were informed and has no further comments. |
| 3、Report on the 2021 annual audit plan | After review, the report was submitted to the Board of Directors for resolution. The Board of Directors approved the audit plan at the sixth meeting of the year by all directors present. |
||
| 2020/12/17 | Symposium | 1、2020 November audit execution status report 2、Report on the current internal control operation |
Independent directors and supervisors were informed and has no further comments. |
| 2021/01/29 | Symposium | 1、2020 annual audit execution status and follow-up report | Independent directors and supervisors were informed and has no further comments. |
| 2、Report on the current internal control operation | After review, the report was submitted to the Board of Directors for resolution. The Board of Directors approved the report at the first meeting of the year by all directors present. |
||
| 2021/11/05 | Symposium | 1、2021 annual audit execution status and follow-up report 2、2021 annual internal control system revision status report |
Independent directors were informed and has no further comments. |
| 3、Report on the 2022 annual audit plan | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the second meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the second meeting of the year by all directors present without objection. |
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| 2022/01/25 | Symposium | 1、. 2022 Annual audit execution status report | Independent directors were informed and has no further comments. |
| 2、2021 Annual Self-Assessment Report and Statement on the Internal Control System | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the second meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the second meeting of the year by all directors present without objection. |
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| 2022/11/04 | Symposium | 1、2022 November audit execution status report 2、2022 annual internal control system revision status report |
Independent directors were informed and has no further comments. |
| 3、Report on the 2023 annual audit plan | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the fifth meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the seventh meeting of the year by all directors present without objection. |
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| 2023/02/24 | Symposium | 1、2022 annual Self-Assessment Report | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the second meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the second meeting of the year by all directors present without objection. |
| 2、2023 annual plan audit execution status and audit report | Independent directors were informed and has no further comments. | ||
| 2023/10/30 | Symposium | Report on the 2024 annual audit plan | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the fifth meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the seventh meeting of the year by all directors present without objection. |
| 2024/03/01 | Symposium | 2023 annual Self-Assessment Report | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the second meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the second meeting of the year by all directors present without objection. |
| 2024/10/30 | Symposium | Report on the 2025 annual audit plan | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the seventh meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the ninth meeting of the year by all directors present without objection. |
| 2025/03/05 | Symposium | 2024 annual Self-Assessment Report | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the second meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the second meeting of the year by all directors present without objection. |
| 2025/10/30 | Symposium | Report on the 2026 annual audit plan | After review, the report was submitted to the Audit Committee and the Board of Directors for resolution. The Audit Committee approved the report at the fifth meeting of the year by all committee members present without objection. Also, the Board of Directors approved the report at the fifth meeting of the year by all directors present without objection. |