The Audit Committee

Member

Independent Director

Responsibilities of the Audit Committee

Our company has established an audit committee in accordance with the articles of association and Article 3 of the” Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.” The committee is composed of four independent directors who possess professional impartiality. The operation of the audit committee are geared towards ensuring the company’s adherence to pertinent governmental laws and regulations. The committee is responsible for supervising the following matters:

• Ensuring their reflection in financial statements.
• Verifying the independence and performance of the external auditor.
• Ensuring the effective implementation of internal control within the company.
• Overseeing compliance with the laws.
• Managing and controlling existing or potential risks within the company.

Throughout the year 2023, the Audit Committee conducted a total of 7 meetings, achieving an attendance rate of 100%. For details on the operations of the Audit Committee, please refer to the Audit Committee’s Annual Work Focus Operational Status.

Audit Committee Operation Status

2024

The Compensation Committee

Member

Independent Director

Responsibility of the Compensation Committee

To enhance corporate governance and refine the remuneration system for the company’s directors and managers, SiRUBA adheres to Article 14-6 of the “Securities and Exchange Act” and the ” Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.” The establishment of the Remuneration Committee is not only to assess the remuneration policy and system for the company’s directors and managers from professional and objective standpoint but also to formulate organizational regulations governing the Remuneration Committee’s operations, thus ensuring compliance.
Our company is obligated to provide directors’ compensation as outlined in Article 23 of the Company’s Articles of Association. If the company achieves profits within the current year, a portion ranging from 2% to 8% of employee compensation and no more than 3% of director compensation will be allocated. In the case that the company still carries accumulated losses, the compensation sum shall be pre-allocated, followed by the allocation of employee and director compensations as per the prior proportions. Should the company’s annual final account display a post-tax net profit for the current period, the company must first settle taxes in line with legal obligations to offset previous year losses. Subsequently, a statutory surplus reserve amounting to 10% of the remaining balance shall be set aside, and if necessary, make special surplus reserves may be established. Founded upon this surplus distribution strategy and the accumulated undistributed surplus from preceding years, the board of directors is entrusted with the task of devising a distribution plan. This plan must then undergo review by the shareholders’ meeting for final approval.
The annual compensation for company managers encompasses salary, bonuses, and employee surplus distribution compensation. The determination of relevant salary and compensation is grounded in industry-standard payment levels, while also evaluating the judgement of the correlation between individual performance, company operational performance, and potential future risks. The Salary and Compensation Committee provides recommendations to the board of directors, which are taken into consideration for decision-making. For this year, the annual overall salary ratio between the general manager and employees is not disclosed due to organizational confidentiality. However, it will be assessed and divulged in the near future in accordance with public information disclosure norms.
In the year 2023, the Compensation Committee convened a total of 4 meetings, achieving a perfect attendance rate of 100%. For an in-depth understanding of the committee’s operations, please refer to the annual report on P36.