Corporate Governance
Board of Directors
To achieve good corporate governance, the main duties of AIROHA’s Board of Directors are including:
□ Stipulating an effective and appropriate internal control system
□ Selecting and supervising senior management
□ Reviewing the company’s management policies and business plan
□ Reviewing the company’s financial goals
□ Supervising and handling any risks the company encounters
□ Ensuring the company complies with relevant laws and regulations
□ Planning the company’s future development
□ Ensuring the company meets its social obligations
□ Appointing certified public accountants
Diversification policy for the composition of our Board members
The Company has a diversification policy for the board of directors. According to this policy, the composition of the Company’s board of directors should be diversified. According to the Company’s operations, business models and development needs, the selection of members with diversified backgrounds and perspectives includes but it is not limited to gender, age, nationality, culture, education background, professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.In addition, the consideration factors for the nomination of board members also include that the director candidates should have a reputation for integrity, outstanding achievements, experience and reputation in various professional fields, and promise to invest sufficient time to participate in the supervision of the Company’s business, and have the ability to assist in operation and management abilities, and contribute to the Company’s success. In the case of independent directors, their qualifications shall meet the requirements of laws and regulations.
The Company places great emphasis on the diverse backgrounds of its board of directors. The specific management objectives include interdisciplinary and complementary rich experiences and professional capabilities. The board of directors should include at least one director with expertise in accounting or finance, and at least one director with experience in business management.
The current board of directors of the Company consists of five directors, including three independent directors (60%) and one director employed by the Company (20%). Regarding the age of directors, there are four directors aged between 51 and 60, and one aged between 61 and 70. Members of the board of directors have relevant professional backgrounds in science and technology, finance and economics. Their industry experiences cover various fields in the semiconductor industry, including upstream wafer foundry, IC design engaged by the Company, downstream end product applications, and financial. The Company has reached the goal of constructing a board of diversity.
Board of Directors Membership
Title
Name
Learning & Experience
Date Elected
Remuneration Committee
The Remuneration Committee assists the Board in discharging its responsibilities related to AIROHA's performance evaluation of directors and executives, the remuneration and benefit policies, rules, standards and structure, as well as the assessment of the remuneration and benefit for directors and executives.
According to AIROHA's Remuneration Committee Charter, the members of the Remuneration Committee are appointed by the Board and the Remuneration Committee shall consist of no fewer than three members. The Company has elected independent directors as required by Taiwan (R.O.C.) law, and there should be at least one independent director sitting on the Remuneration Committee. The Remuneration Committee meets at least twice a year. Please consult AIROHA's annual report for the relevant year for the number of meetings convened and each member’s attendance rate.
Remuneration Committee Membership
Title
Name
Date Elected
Operation of Remuneration Committee
Summary of the members' attendance is shown in the following table:
Year
Title
Name
Attendance in Person
Attendance Rate in Person (%)
Audit Committee
AIROHA’s Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.
The Audit Committee is responsible to review the Company’s:
□ The effectiveness of company internal control process
□ Auditing and accounting policies and procedures
□ Potential conflicts of interests involving directors
□ Material asset or derivatives transactions
□ Material lending funds, endorsements or guarantees
□ Offering or issuance of any equity-type securities
□ Hiring or dismissal of an attesting CPA, or the compensation given thereto
□ Appointment or discharge of financial, accounting, or internal auditing officers
□ Financial reports
Audit Committee Membership
Title
Name
Learning & Experience
Date Elected
-
Title
Independent Director (Chairman)
-
Name
Lee-Feng Chien -
Learning & Experience
- PhD in Institute of Information Engineering, National Taiwan University
- Google International LLC. Taiwan Branch Director – SWE
-
Date Elected
2022/6/1
-
Title
Independent Director
-
Name
Ji-Ren Lee -
Learning & Experience
- PhD in Business Administration, University of Illinois at Urbana-Champaign
- Professor of National Taiwan University
-
Date Elected
2022/6/1
-
Title
Independent Director
-
Name
Chen-Fu Chien -
Learning & Experience
- PhD in Decision Science and Operational Studies, University of Wisconsin-Madison
- Chair Professor of National Tsing Hua University
-
Date Elected
2022/6/1
-
Title
Independent Director
-
Name
Wang-Ruu Tseng -
Learning & Experience
- PhD in Law, University of London
- Dean, College of Law, National Taiwan University
-
Date Elected
2023/6/19
Summary of the Meeting agenda and Resolutions from Audit Committee:
Date
Meeting
Meeting Agenda
Resolution
-
Date
2024/1/26
-
Meeting
The 8th meeting of the 1st Committee -
Meeting Agenda
- Approved of the 2024 operating budget
- The Company signed with various banks for general short-term comprehensive credit and foreign exchange limits (for hedging purposes)
- Issue of the 2023 Statement of Internal Control System of the Company
- Amendment of the Company's "Measures for the Prevention of Insider Trading“
- Proposal for the Company to Sign a Licensing Agreement with MediaTek Inc.
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
-
Date
2024/2/23
-
Meeting
The 9th meeting of the 1st Committee -
Meeting Agenda
- Approval of the 2023 Business Report and Financial Statements
- Approved the Company's 2023 Earnings distribution (including cash dividend payment)
- Approval of the Change of the Company’s CPA
- Approval of the Evaluation Results of the Independence and Competence of the Company’s CPA
- Ernst & Young and its affiliated companies are requested to be approved to provide non-assurance services to the Company and its subsidiaries from February 23, 2024, to February 22, 2025
- Revision of the Articles of Association of the Company
- Approval the relocation of the Company's head office
- Approval of the Company's Establishment of a Branch Office in the Hsinchu Science Park
- Revision of the Company's "Procedures for Acquiring or Disposing of Assets“
- Approval of the Company's Evaluation Procedures for Transactions Below NT$300 Million
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
-
Date
2024/3/6
-
Meeting
The 10th meeting of the 1st Committee -
Meeting Agenda
- Proposal for the Company to Participate in the Private Placement of Common Shares by IC PLUS Corp. (referred to as IC+)
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
-
Date
2024/5/3
-
Meeting
The 11th meeting of the 1st Committee -
Meeting Agenda
- Approved the 2024 Consolidated Financial Statement for the first quarter of the Company
- Approved the 2024 appointment of CPAs for financial reports, and audited public expenses
- Revision of the Company's "Procedures for Loaning of Funds to Others"
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
-
Date
2024/6/17
-
Meeting
The 12th meeting of the 1st Committee -
Meeting Agenda
- Amendment to the Private Placement of Common Shares by IC PLUS Corp. (referred to as IC PLUS Corp.) (Adjustment of Subscription Terms)
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
-
Date
2024/7/26
-
Meeting
The 13th meeting of the 1st Committee -
Meeting Agenda
- Approved the 2024 Consolidated Financial Statement for the second quarter of the Company.
- Approval of property purchase Taiyuan Hi-Tech Industrial Park, Phase X, Building 2A, 12th to 14th Floor and 300 indoor parking spaces in the basement
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
-
Date
2024/10/25
-
Meeting
The 14th meeting of the 1st Committee -
Meeting Agenda
- Approved the 2024 Consolidated Financial Statement for the third quarter of the Company.
- Revision of the Company's "Internal Control System" and "Internal Audit Implementation Rules“
- Approved the Company's 2025 Audit Plan
-
Resolution
Approved by all attending members of the committee and all attending directors in the board of director meetings
Summary of the meeting agenda that was communicated between the independent directors and CAE is shown in the following table:
Date
Meeting
Meeting Agenda
Independent Director's Comment
-
Date
2023/5/3
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2023 Q1 audit plan execution
-
Independent Director's Comment
None
-
Date
2023/8/7
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2023 Q2 audit plan execution
-
Independent Director's Comment
None
-
Date
2023/11/6
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2023 Q3 audit plan execution
- Approve 2024 internal audit plan
-
Independent Director's Comment
None
-
Date
2024/1/26
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2023 Q4 audit plan execution
- Review 2023 Internal Control Self-Assessment result and the Statement of Internal Control System
-
Independent Director's Comment
None
-
Date
2024/5/3
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2024 Q1 audit plan execution
-
Independent Director's Comment
None
-
Date
2024/7/26
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2024 Q2 audit plan execution
-
Independent Director's Comment
None
-
Date
2024/10/25
-
Meeting
Audit Committee -
Meeting Agenda
- Status update of 2024 Q3 audit plan execution
- Revision of the "Internal Control System" and the "Implementation Rules for Internal Audits"
- Approve 2025 internal audit plan
-
Independent Director's Comment
None
Summary of the communication results of Audit Committee and Independent auditor:
Date
Meeting
Meeting Agenda
Independent Director's Comment
-
Date
2022/8/3
-
Meeting
Audit Committee -
Meeting Agenda
- Independent auditors’ report on the financial statements
- Regulatory developments
-
Independent Director's Comment
None
-
Date
2022/12/2
-
Meeting
Forum
(separate meeting) -
Meeting Agenda
- Communication of Key Audit Matters
-
Independent Director's Comment
None
-
Date
2023/3/10
-
Meeting
Forum
(separate meeting) -
Meeting Agenda
- Independent auditors’ report on the financial statements
- Testing results and findings of internal control testing
- Communication of Key Audit Matters
- Regulatory developments
-
Independent Director's Comment
None
-
Date
2023/11/6
-
Meeting
Forum
(separate meeting) -
Meeting Agenda
- Independent auditors’ report on the financial statements
- Communication of Key Audit Matters
- Regulatory developments
-
Independent Director's Comment
None
-
Date
2024/2/23
-
Meeting
Forum
(separate meeting) -
Meeting Agenda
- Independent auditors’ report on the financial statements
- Testing results and findings of internal control testing
- Communication of Key Audit Matters
- Regulatory developments
-
Independent Director's Comment
None
-
Date
2024/10/25
-
Meeting
Forum
(separate meeting) -
Meeting Agenda
- Independent auditors’ report on the financial statements
- Communication of Key Audit Matters
- Regulatory developments
- Latest updates on sustainability disclosure standards
-
Independent Director's Comment
None