The Audit Committee
Pursuant with and in conformance to the Taiwan Securities and Exchange Act, the Aerospace Industrial Development Corporation (AIDC) has created an Audit Committee composed of independent directors presiding on AIDC's Board of Directors (BOD).
The primary purpose of the Committee is to supervise; the reliability and integrity of AIDC financial reports, the appointment and dismissal of its certified public accountants; and assessing such accountants' qualifications, independence and performance. In addition, the Committee is to supervise AIDC's effectiveness of internal controls, compliance with legal or regulatory requirements; and control over existing or potential risks.
The Committee's scope of authority which may be amended as the need may arise, is as follows:
- Adoption of or amendments to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of AIDC's internal control system.
- Adoption of or amendments to; 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 pursuant to Article 36-1 of the Securities and Exchange Act,.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- Offering, issuance, or private placement of equity-type securities.
- Hiring or dismissal of a certified public accountant, or their compensation.
- Appointment or discharge of a financial, accounting, or internal auditing officer.
- Annual financial reports.
- Merger/consolidation or acquisition and joint venture matters.
- Any other material matters so required by AIDC or by competent authority having such jurisdiction.
The Committee shall convene at a minimum on a quarterly basis, and may call "ad hoc" meetings at its discretion whenever any committee member may deem necessary. Please refer to AIDC's Annual Report for the number of meetings convened and attendance rate of each committee member.
Audit Committee Members
| Title | Name | Other Position |
|---|---|---|
|
Chairman (Executive and Independent Director) |
Chan, Chia-Chang |
Vice President of Tunghai University and Professor of Department of Finance Executive Director |
|
Member (Independent Director) |
Chen, Yin-Chin |
Associate Professor, Department of Financial and Economic Law, Chung Yuan Christian University |
|
Member (Independent Director) |
Wang, Yi-Shen | Managing Attorney of Hong Der Law Firm |
Compensation Committee
The Compensation Committee of the Company is established according to 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".
Appointed by the Board of Directors, the committee composes of no less than 3 members and at least one of them shall be an independent director. One of the independent directors, if more than one, shall be elected by the members of committee to be the convener and chairperson.
The responsibilities of the committee are to evaluate the corporate remuneration policies of the directors and managers and to propose recommendations to the Board, which are listed below:
- 1. Review the regulations of the committee organization on a regular basis and propose adjustments.
- 2. Formulate and review policies, measurement, standard, and structure of the compensation for the directors and managers based on their annual and long-term performances.
- 3. Evaluate regularly on the accomplishment of the performance goals of the directors and managers, and decide their compensation contents.
The Compensation Committee is convened at least twice a year, with additional meetings being held when necessary. Please refer to the Company's annual reports for meeting details of the Compensation Committee.
Compensation Committee Members
| Title | Name | Other Position |
|---|---|---|
| Chairman (Independent Director) |
Wang, Yi-Shen | Managing Attorney of Hong Der Law Firm |
| Member (Executive and Independent Director) |
Chan, Chia-Chang | Vice President of Tunghai University and Professor of Department of Finance Executive Director |
| Member (Independent Director) |
Chen, Yin-Chin | Associate Professor, Department of Financial and Economic Law, Chung Yuan Christian University |
Information & Communication Security Committee
To ensure the appropriateness of the Company’s information security management, AIDC has established the Information & Communication Security Committee and was approved by the Board of Directors on December 18, 2020. Pursuant to the Article 4 of the "Regulations Governing the Organization of the Information Security Committee," the members of the Committee shall be appointed by resolution of the Board of Directors and shall not be fewer than three members, more than half of whom shall be independent directors, and at least one of whom shall have information security expertise; the term of the Committee members shall be the same as that of the board of directors by whom they were appointed.
Currently, the Committee is composed of five members, including three of whom are independent directors, Mr. Lien, Li-Jen is the convener of the Committee, and Ms. Jennifer Chuang and Mr. Lee, Wei-Bin have the competence in information security.
The Information & Communication Security Committee is responsible to review the following major matters:
- Review of information security policies.
- Review the management system of information and communications security.
- Review the annual plan of information security plan and its effectiveness.
- Review of the temporary major information security incidents and response measures. In the event of a temporary major information security incident, the information security management team will take emergency actions and report to the Information Security Committee within two weeks for post-event recognition.
Information & Communication Security Committee members
| Title | Name | Other Position |
|---|---|---|
| Chairman (Independent Director) |
Chen, Yin-Chin | Associate Professor, Chung Yuan Christian University |
| Member (Executive and Independent Director) |
Chan, Chia-Chung | Vice President, Tunghai University |
| Member (Independent Director) |
Wang, Yi-Shen | Practicing Attorney at Law |
| Member | Jennifer Chuang | Vice President |
| Member | Lee, Wei-Bin | Professor, Feng Chia University |