Functional Committee

Functional Committee

Remuneration Committee

In order to enhance corporate governance and improve the remuneration system for directors and managers of the Company, the Remuneration Committee of the Company is hereby established. The functions and authorities of this Committee include:
 
  1. Formulate and regularly review annual and long-term performance goals and remuneration policies, systems, standards and structures of directors and managers.
  2. Regularly evaluate the achievement of the performance goals of the directors and managers of the Company, and determine individual remunerations.

The Remuneration Committee consists of four members. The term of office of the current members is from June 13, 2025 to June 12, 2028.

Title Name Education Experience
Convener Wu Hsi-Her Institute of Mechanical Engineering, National Taiwan University of Science and Technology Current position:
  • Adjunct Lecturer, Department of Mechanical Engineering, Nan Kai University of Technology
Experience:
  • Lecturer, Department of Mechanical Engineering, Nan Kai University of Technology
  • Associate Vice President for General Affairs, Office of General Affairs, Nan Kai University of Technology
Member Wu Chin-Kuang PhD in Economics, the Institute of Economics, Russia Academy of Sciences Current position:
  • Professor, Department of Finance and International Business, Fu Jen Catholic University
  • Director of Technology Management Master Program, Fu Jen Catholic University
  • Independent Director, PARA LIGHT ELECTRONICS CO., LTD.
  • Independent Director, TAIWAN CHELIC CO., LTD.
Experience:
  • Special Correspondent in Russia, Chinese Department, BBC
  • Director, MS Program in Technology Management, Fu Jen Catholic University
  • Associate Vice President for General Affairs and Director of Dormitory Service Center, Fu Jen Catholic University
Member Tsai Li-Ju Ph.D. in Economics, National Chengchi University
 
Current position:
  • Professor, Department of Finance and International Business, Fu Jen Catholic University
Experience:
  • Associate Vice President for Academic Affairs, Office of Academic Affairs, Fu Jen Catholic University
  • Associate Dean, College of Management, Fu Jen Catholic University
  • Director and Professor, Master's Program in Finance, Fu Jen Catholic University
Member Cheng Yung-Yun Ph.D. in Environmental Engineering, National Taiwan University Current position:
  • General Manager, Fenri Co., Ltd.
  • Director, National Association of Small & Medium Enterprises, R.O.C.
  • Supervisor, Water Industry Development & Promotion Association (WIDPA)
  • Director, CEITA
Experience:
  • Case Handler, Water Resource Department of New Taipei City Government

The resolutions reached by the meetings of the Company’s Remuneration Committee in FY2025 are as follows

Meeting date/session Attendance rate Proposal Comment Handling
2025/02/05
The 9th Meeting
of the Fourth Session
100%
  1. Amendments to certain articles of the Company's Articles of Association
  2. Proposal for the promotion and salary adjustment of the Company's managers
All members passed the proposal
without any objection
All directors present
passed the proposal
2025/02/26
The 10th Meeting
of the Fourth Session
67% Reviewed the proposal of the employees' compensation and directors’ remuneration of FY2024 All members passed the proposal
without any objection
All directors present
passed the proposal
2025/07/25
The First Meeting
of the Fifth Session
100%
  1. Proposed nomination of a convener for the Remuneration Committee
  2. Reviewed the proposal of distribution of the managers compensation and directors’ remuneration of FY2024
All members passed the proposal
without any objection
All directors present
passed the proposal
2025/12/09
The Second Meeting
of the Fifth Session
100%
  1. Reviewed the proposal of principles for distribution of year-end bonus,and the amount distributed to managers of FY2025
All members passed the proposal
without any objection
All directors present
passed the proposal

Audit Committee

In order to improve the supervisory responsibilities of and enhance the management mechanism of the Board of Directors, the Company established the Audit Committee on June 10, 2019, which is composed of independent directors. The authorities of the Committee include

  1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluate the effectiveness of the internal control system.
  3. Formulate or amend in accordance with the provisions of Article 36-1 of the Securities and Exchange Act the procedures for the acquisition or disposal of assets, derivative commodity transactions, loans to others, and endorsements or guarantees for other third parties.
  4. Handle matters involving any director's own interests.
  5. Transactions of substantial assets or derivative commodities.
  6. Substantial loans, endorsements or guarantees.
  7. Fundraise, issue, or private placement of securities with an equity nature.
  8. Appointment, dismissal or determination of remuneration of certified public accountants.
  9. Appointment and dismissal of heads of financial, accounting or internal audit.
  10. Preparation of annual and semi-annual financial reports.
  11. Handle other major matters specified by the Company or the competent authority.

The Audit Committee consists of four members. The term of office of the current members is from June 13, 2025 to June 12, 2028.

 
Title Name Education Experience
Convener Wu Chin-Kuang PhD in Economics, the Institute of Economics, Russia Academy of Sciences Current position:
  • Professor, Department of Finance and International Business, Fu Jen Catholic University
  • Director of Technology Management Master Program, Fu Jen Catholic University
  • Independent Director, PARA LIGHT ELECTRONICS CO., LTD.
  • Independent Director, TAIWAN CHELIC CO., LTD.
Experience:
  • Special Correspondent in Russia, Chinese Department, BBC
  • Director, MS Program in Technology Management, Fu Jen Catholic University
Associate Vice President for General Affairs and Director of Dormitory Service Center, Fu Jen Catholic University 
Member Wu Hsi-Her Institute of Mechanical Engineering, National Taiwan University of Science and Technology Current position:
  • Adjunct Lecturer, Department of Mechanical Engineering, Nan Kai University of Technology
Experience:
  • Lecturer, Department of Mechanical Engineering, Nan Kai University of Technology
  • Associate Vice President for General Affairs, Office of General Affairs, Nan Kai University of Technology
Member Tsai Li-Ju Ph.D. in Economics, National Chengchi University Current position:
  • Professor, Department of Finance and International Business, Fu Jen Catholic University
Experience:
  • Associate Vice President for Academic Affairs, Office of Academic Affairs, Fu Jen Catholic University
  • Associate Dean, College of Management, Fu Jen Catholic University
  • Director and Professor, Master's Program in Finance, Fu Jen Catholic University
Member Cheng Yung-Yun Ph.D. in Environmental Engineering, National Taiwan University Current position:
  • General Manager, Fenri Co., Ltd.
  • Director, National Association of Small & Medium Enterprises, R.O.C.
  • Supervisor, Water Industry Development & Promotion Association (WIDPA)
  • Director, CEITA
Experience:
Case Handler, Water Resource Department of New Taipei City Government

The key operations of the Audit Committee in 2025 are as follows:

Meeting date/session Attendance rate Motion content Resolution result The company's handling of the audit committee's opinions
2025/02/14
The 14th Meeting of the second session
100%
  1. The Company's proposed acquisition of the German company DYNA Instruments GmbH through its German subsidiary Mütec Instruments GmbH.
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2025/03/10
The 15th Meeting of the second session
100%
  1. The company’s 2024 business report and financial statements
  2. The Company’s 2024 Profit Distribution Proposal
  3. Profit conversion and capital increase and issuance of new shares
  4. Assessment of the effectiveness of the company's internal control system in 2024 and the "Internal Control System Statement" case
  5. Annual Certified Accountant Provides Non-Audit Service Planning in 2025
  6. Cases in which the company regularly evaluates the independence of its accountants
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2025/05/08
The 16th Meeting of the second session
100%
  1. The company’s consolidated financial statements for the first quarter of 2025
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
 
2025/08/05
The First Meeting of the Third session
100%
  1. To nominate a convener for audit committee.
  2. The company’s consolidated financial statements for the second quarter of 2025
  3. The Company proposes to amend certain provisions of the Measures for the Issuance and Conversion of the First Domestic Unsecured Convertible Corporate Bonds.
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2025/11/07
The Second Meeting of the Third session
100%
  1. The company’s consolidated financial statements for the third quarter of 2025
  2. The company plans to donate to the "Yilan Wusa Cultural Foundation"
  3. Develop the company's "Enterprise Value Enhancement Plan"
  4. Revise the internal control system's payroll cycle plan
  5. Revise the internal control system's information cycle plan
  6. Adjustment of subsidiary profit distribution plan
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2025/12/18
The Third Meeting of the Third session
100%
  1. Formulate the company’s year operating plan of 2026
  2. Formulate the company’s audit plan of 2026
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 

Communication status between independent directors, internal audit supervisor and accountants

(I)  Communication situation between independent directors and internal audit manager
  1. The independent directors and the internal audit manager will contact each other through email, phone calls or meetings at any time as necessary. The audit office will deliver the audit report or tracking report for the previous month to each independent director for review every month. The independent directors will consider the necessity of the report. Give a response or comment. The internal audit manager shall communicate with the independent directors at least once a year.
  2. The head of internal audit shall report to the Audit Committee on a regular basis (at least once per quarter): internal audit business report, annual internal audit plan, and implementation status of effectiveness assessment of the internal control system.
  3. The communication situation between independent directors and internal audit manager in 2025 is as follows:
Date Format Points of Communication Communication Focus  Communication Result
2025/03/10 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
  1. Internal audit business report from December 2024 to February 2025
  2. Discuss the 2024 internal control system effectiveness assessment and internal control system statement
Independent directors have no opinions or suggestions
2025/05/08 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
Internal audit business report from March to April 2025 Independent directors have no opinions or suggestions
2025/08/06 The Audit Committee
  1. Four independent directors
  2. The head of internal audit
IInternal audit business report from April to July 2025 Independent directors have no opinions or suggestions
2025/11/07 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
  1. Internal audit business report from July to October 2025
  2. Discuss the payroll cycle of the internal control system.
  3. Discuss the information cycle for revising the internal control system.
Independent directors have no opinions or suggestions
2025/12/18 The Audit Committee
  1. Four independent directors
The head of internal audit
  1. Audit Plan of 2026
Independent directors have no opinions or suggestions

(II) Communication between independent directors and accountants

  1. The company’s independent directors and certified accountants can communicate with each other at any time by email, phone call or meeting as needed, and the communication is good.
  2. In principle, independent directors and accountants will meet to discuss proposals related to the company's financial business at least once a quarter.
  3. The communication situation in 2025 is as follows:
Date Format Points of Communication Suggestions of the Independent Directors
2025/03/10
  1. Two independent directors
  2. CPA
  1. Explanation of important inspection scope of financial statements of FY2024
  2. Explanation of key inspection items of financial statements of FY2024
No suggestions from the independent directors
2025/05/08
  1. Three independent directors
  2. CPA
  1. Explanation of consolidated financial statements for  Q1 of FY2025
No suggestions from the independent directors
2025/08/06
  1. Four independent directors
  2. CPA
  1. Explanation of consolidated financial statements for Q2 of FY2025
No suggestions from the independent directors
2025/11/07
  1. Three independent directors
  2. CPA
  1. Explanation of consolidated financial statements for Q3 of FY2025
No suggestions from the independent directors
2025/12/18
  1. Four independent directors
  2. CPA
  1. Explanation of the communication matters with governance units of FY2025
  2. Preliminary key inspection items for the annual financial statements of FY2025
No suggestions from the independent directors
       

Sustainable Development Committee

In order to practice corporate social responsibility and promote economic, environmental and social progress to achieve the goal of sustainable development, the company established a Sustainable Development Committee in December 2022. The committee's powers include:
  1. Formulate sustainable development directions and goals, and formulate relevant management policies and specific promotion plans.
  2. Promote and implement work related to the company's sustainable development direction and goals.
  3. Track, review and revise the implementation and effectiveness of the company's sustainable development.
  4. Other matters handled by this committee upon resolution of the board of directors.
The company's sustainable development committee has 6 members, including 2 directors and 4 independent directors. The term of the current committee members is from June 13, 2025 to June 12, 2028.
 
 
Title Name Education Experience
Convener Director-WU TING-KUO M.S., MS Program in Technology Management, College of Management, Fu Jen Catholic University
  • Chairman, FINETEK CO., LTD.
  • Chairman, Shanghai Fanyi Technology Co., Ltd.
  • Supervisor of Yongyi Investment Co., Ltd.
Member Director- Wu Kuei-Yung University of La Verne - Supply Chain Management Vice President, Marketing Division, FINETEK CO., LTD.
Member Independent director- Wu Chin-Kuang PhD in Economics, the Institute of Economics, Russia Academy of Sciences
  • Professor, Department of Finance and International Business, Fu Jen Catholic University
  • Director of Technology Management Master Program, Fu Jen Catholic University
  • Independent Director, PARA LIGHT ELECTRONICS CO., LTD.
  • Independent Director, TAIWAN CHELIC CO., LTD.
Member Independent director- Wu Hsi-Her Institute of Mechanical Engineering, National Taiwan University of Science and Technology
  • Adjunct Lecturer, Department of Mechanical Engineering, Nan Kai University of Technology
Member Independent director- Tsai Li-Ju Ph.D. in Economics, National Chengchi University Professor, Department of Finance and International Business, Fu Jen Catholic University
Member Independent director- Cheng Yung-Yun Ph.D. in Environmental Engineering, National Taiwan University
  • General Manager, Fenri Co., Ltd.
  • Director, National Association of Small & Medium Enterprises, R.O.C.
  • Supervisor, Water Industry Development & Promotion Association (WIDPA)
  • Director, CEITA

The key operations of the Sustainable Development Committee in 2025 are as follows:
 
Meeting date/secession Attendance rate Meeting content All member opinions
2025/08/16
The First Meeting of the Second secession
100%
  1. To nominate a convener for the Sustainable Development Committee
  2. Discuss the issuance of the sustainability report of Finetek Co., Ltd. in 2024
After the chairman consulted all members present, the proposal was adopted without objection.
2025/12/18
The Second Meeting of the Second secession
100% Report on the company’s major sustainability issues in 2025 and corporate risks in 2026 After the chairman consulted all members present, the proposal was adopted without objection.


Evaluation to Performance of the Functional Committee
 


 
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