Corporate Governance

Audit Committee

The 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 membership of the Audit Committee shall consist of all independent Directors in accordance with the 「Regulations Governing the Exercise of Powers by Audit Committees of Public Companies」. The Committee can invite the Company's management team, internal auditors, the Company's independent external auditors, and all employees of the Company to attend the Audit Committee meetings to provide necessary information.

The Audit Committee meets regularly each quarter. Please consult PixArt's Annual Report for the relevant year for the number of audit committee meetings convened and each member’s attendance rate.

 

The powers of the Audit Committee are as follows:

  • The adoption or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  • Assessment of the effectiveness of the internal control system.
  • The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a trading, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
  • 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.
  • The offering, issuance, or private placement of equity-type securities.
  • The hiring or dismissal of a certified public accountant, or their compensation.
  • The appointment or discharge of a financial, accounting, or internal audit officer.
  • Annual and semi-annual financial reports.
  • Other material matters that may be required by this Corporation or by the competent authority
 

Remuneration Committee

The Remuneration Committee assists the Board in discharging its responsibilities related to PixArt’s Remuneration and benefits policies, plans and programs, and the evaluation and Remuneration of PixArt’s directors of the Board and executives.

According to the 「Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter」, the Remuneration Committee members shall be appointed by resolution of the board of directors. The committee shall not be fewer than three members which includes at least one independent director. Currently, PixArt’s Remuneration Committee comprises all incumbent independent Directors.

The Remuneration Committee can invite the Company's directors of the Board, management team, internal auditors, the Company's independent external auditors, attorney or employees of the Company to attend Remuneration Committee meetings to provide necessary information.

 

The powers of the Audit Committee are as follows:

  • The Remuneration Committee meets at least twice a year. Please consult PixArt's Annual Report for the
  • relevant year for the number of Remuneration committee meetings convened and each member’s attendance rate.
 

The Remuneration committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the board of directors:

  • Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers.
  • Periodically evaluate and prescribe the remuneration of directors, supervisors, and managerial officers.
 

When performing the official powers of the preceding paragraph, the Remuneration Committee shall follow the principles listed below:

  • With respect to the performance assessment and remuneration of directors, supervisors and managerial personnel of the company, it shall refer to the typical pay levels adopted by peer companies, and take into consideration of the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure.
  • It shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the company may tolerate.With respect to the performance assessment and remuneration of directors, supervisors and managerial personnel of the company, it shall refer to the typical pay levels adopted by peer companies, and take into consideration of the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure.
  • It shall take into consideration of the characteristics of the industry and the nature of the company's business when determining the ratio of bonus payout based on the short-term performance of its directors and senior management and the time for payment of the variable part of remuneration.
 

“Remuneration" as used in the preceding two paragraphs includes cash Remuneration, stock options, stock bonus, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures.

 

Board Committee Members

Name Audit Committee Remuneration Committee
Chun Kuan Independent Director
(Convenor)
(Convenor)
Wen-Chin Cheng Independent Director
Jung-Lu Lin Independent Director
Jo-Lan Liu Independent Director
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