Functional committees
Audit Committee
The primary responsibility of the audit committee is to assist the board of directors in fulfilling its supervisory duties and ensuring the effective implementation of the powers conferred on the company by the Company Law, Securities Trading Act, and other relevant laws and regulations. The audit committee also helps the board of directors improve the quality of the company's accounting, financial reporting, internal control operations, and other related matters.
A. Official powers of the audit committee:
A. Official powers of the audit committee:
- Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
- A matter bearing on the personal interest of a director.
- A material asset or derivatives transaction.
- A material monetary loan, endorsement, or provision of guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of a certified public accountant, or the compensation given thereto.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- Annual and semi-annual financial reports. The major financial statements shall also be signed or sealed on each page by the issuer's chairperson, managerial officer, and principal accounting officer.
- Any other material matter so required by the company or the Competent Authority.
Review financial reports
The Board of Directors has prepared the Company's operation report of 2024, financial statements, and profit distribution statement. The financial statements have been audited and finalized by PWC, who have issued an audit report. The aforementioned operation report, financial statements, and profit distribution statement have been reviewed by our Audit Committee and are found to be in compliance with no discrepancies.
Appointment of the CPAs
Our accounting division conducts an annual self-evaluation of the independence and competence of the CPAs, in accordance with Article 47 of the Certified Public Accountant Act, Bulletin No. 10 of the Code of Professional Ethics for Accountants ("Integrity, Objectivity, Independence"), and the quality indicators provided by the CPAs. The results are reported to the Audit Committee (2025.3.4) and the Board of Directors (2025.3.6) for review and approval. The CPAs of PricewaterhouseCoopers through our evaluation has met the standard of independence and are qualified to be our company’s CPA.
The operation of the Audit Committee
The operation of the Audit Committee for the fiscal year 2025 is as follows:
| Session | Content of the resolution | Opinions of all member | The Company's response to the Audit Committee |
|---|---|---|---|
| 2025.01.10 (18th Meeting in 4th Session) | The company intends to subscribe for 61,694,120 privately placed common shares issued by PChome Online Inc. at a price of TWD 40 per share. Upon completion of the subscription, the company will hold a 30% equity stake in PChome Online Inc. | No attending director voices an objection, the proposals were deemed approved. | Those opinions were raised at the Company’s Board for discussion. |
| 2025.03.04 (19th Meeting in 4th Session) |
|
No attending director voices an objection, the proposals were deemed approved. | Those opinions were raised at the Company’s Board for discussion. |
| 2025.03.06 (20th Meeting in 4th Session) | The business plan, the business report and the distribution of retained earnings for year 2024. | No attending director voices an objection, the proposals were deemed approved. | Approved by the board meeting and raised at the Company’s SHM for discussion. |
| 2025.05.06 (21th Meeting in 4th Session) | 1. The consolidated financial statements for the first quarter of year 2025. | No attending director voices an objection, the proposals were deemed approved. | Those opinions were raised at the Company’s Board for discussion. |
| 2025.11.04 (2nd Meeting in 5th Session) |
|
No attending director voices an objection, the proposals were deemed approved. | Those opinions were raised at the Company’s Board for discussion. |
| 2025.12.18 (3rd Meeting in 5th Session) | In response to the adjustment of the transaction price for the equity transaction of Carrefour (Taiwan) Co., Ltd., the Company proposes to amend its quarterly financial statements from the second quarter of 2023 through the third quarter of 2025. | No attending director voices an objection, the proposals were deemed approved. | Those opinions were raised at the Company’s Board for discussion. |
Remuneration Committee
Operation Information of the Remuneration Committee
(1) UPEC's Remuneration Committee is composed of four members. The Company's Remuneration Committee faithfully performs the following duties and submits the proposed recommendations to the board for discussion.
(1) UPEC's Remuneration Committee is composed of four members. The Company's Remuneration Committee faithfully performs the following duties and submits the proposed recommendations to the board for discussion.
- Establish and periodically review policies, systems, standards, and structures for the performance evaluation and salary compensation of directors and executives.
- Periodically evaluate and establish salary compensation for directors and executives.
| Title | Name | Meetings Attended Personall | Meetings Attended by Proxy | Personal Attendance Rate (%) | Remark |
|---|---|---|---|---|---|
| Convener & member | Chun-Jen Chen | 3 | 0 | 100% | Re appointment (Supplementary Election on 2025/06/10) |
| Member | Ming-Hui Chang | 3 | 0 | 100% | Re appointment (Supplementary Election on 2025/06/10) |
| Member | Wei-Yung Tsung | 3 | 0 | 100% | Re appointment (Supplementary Election on 2025/06/10) |
| Member | Lee-Feng Chien | 3 | 0 | 100% | Re appointment (Supplementary Election on 2025/06/10) |
| Member | Shin-Chang Wu | 2 | 0 | 100% | New appointment (Supplementary Election on 2025/06/10) |
Resolutions decided upon by the Remuneration Committee during the most recent year and as of the date of publication of the Annual Report:
| Term | Contents | The opinions of all members: | The Company's response to the Remuneration Committee's opinion: |
|---|---|---|---|
| 2025.03.04 (6th Meeting in the fifth Session) |
|
The proposal was approved as proposed. | Remuneration committee’s opinion shall be raised at the Company’s Board meeting for discussion. |
| 2025.08.05 (1st Meeting in the sixth Session) |
|
The proposal was approved as proposed. | Remuneration committee’s opinion shall be raised at the Company’s Board meeting for discussion. |
| 2024.11.04 (2nd Meeting in the sixth Session) |
|
The proposal was approved as proposed. | Remuneration committee’s opinion shall be raised at the Company’s Board meeting for discussion. |
Audit/Compensation Committee Resume
| Name | Education | Current Position & Experience & Specialty |
|---|---|---|
| Ming-Hui Chang | Master in Professional Accounting, The Univ. of Texas at Austin Bachelor, Accounting Section of the Department of Commerce, National Taiwan Univ. |
[Current Position]: Independent Director & Chairman of the Audit Committee & Remuneration Committee Member, Uni-President Enterprises Corp., Longwell Company. Independent Director & Chairman of the Remuneration Committee, Advantech Co., Ltd. [Experience]: Independent Director & Remuneration Committee Member, Bafang Yunji International Co., Ltd. PwC Taiwan:Head of Risk Control, Audit Department, Chief Operating Officer of Audit Department, Chief Operating Officer, CEO, Director of Pipe and cypress department Chairman of:Pricewaterhousecoopers Management Consulting Co., Ltd., PwC Education Foundation, Taiwan Social Innovation and Sustainable Development Association. Professor, National Taiwan Univ., National Chung Cheng Univ., Tung Hai Univ. [Professional license]: Accountant License of R.O.C |
| Wei-Yung Tsung | Department of Chemical Engineering, National Taiwan Univ. |
[Current Position]: Independent Director & Remuneration Committee Member, Uni-President Enterprises Corp. Remuneration Committee Member, Tokio Marine Newa Insurance Co., Ltd. [Experience]: Chairman, Mitsubishi Corp. (Taiwan) Ltd. Director, Mitsubishi Corp. LT Taiwan Co., Ltd. Independent, Tokio Marine Newa Insurance Co., Ltd. President, Taiwan Kanken Techno Co., Ltd. |
| Chun-Jen Chen | J.D., Georgetown Univ. |
[Current Position]: Independent Director & Chairman of the Remuneration Committee, Uni-President Enterprises Corp. Independent Director & Remuneration Committee Member, CVC Technologies Inc. Remuneration Committee Member, Kdan Mobile Software Ltd. Professor, Dept. of Law, National Cheng Kung Univ. [Experience]: Department Chair, Dept. of Law, National Cheng Kung Univ. Commissioner, the Security Listing Review Committee of Taiwan Stock Exchange Corp. Commissioner, the Securities Listing Review Committee of Taipei Exchange |
| Lee-Feng Chien | Department of computer science, Tamkang University. Master's and Ph.D., Department of computer science & information Engineering, National Taiwan Univ. |
[Current Position]: Independent Director & Remuneration Committee Member, Uni-President Enterprises Corp., Airoha Technology Corp. Independent Director, ASUSTeK Computer Inc., Appier Group Inc., Japan., KKDay Holdings Co., Ltd., Japan. Director, Chunghwa Telecom Co., Ltd., Junyi Academy., Asia America Multi-Technology Association. Managing Director, Institute for Information Industry. [Experience]: Director, iKala Interactive Media Inc., Artificial Intelligence Foundation. Managing Director, Google Taiwan Branch., Research Fellow & Deputy Director, Institute of Information Science, Academia Sinica, Joint Professor, Information Management, National Taiwan Univ. |
| Shin-Chang Wu | Department of Business Administration, Tamkang University. |
[Current Position]: Director, Formosan Union Chemical Corp., Hanbo Energy Tech Corp., Ltd., Taiwan Cleaning Product Association. Supervisor, Great Bell Printing & Dyeing Co., Ltd., Formosa Bio & Energy Corp. Japan (Place of registration Japan) Executive Supervisor, Taipei Cosmetics Industry Association. [Experience]: senior manager, Formosa Biomedical Technology Corp. [Experience]: President, Formosa Eco Life Technology Co., Ltd. |