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Corporate Governance

Committees

Audit Committee


Four independent directors were elected in the general shareholders’ meeting of the Company, and the Audit Committee is composed of all independent directors. The Audit Committee shall meet at least quarterly, and proposals that are subject to the approval of the Audit Committee in accordance with Article 14-5 of the Securities and Exchange Act were submitted to the Audit Committee for discussion in accordance with the regulations. The internal audit of the Company also regularly reports the audit status to the Audit Committee so as to facilitate the Audit Committee’s understanding of the internal control operations of the Company. The Audit Committee of the Company aims to assist the directors in the quality and integrity of their fulfillment of supervising the accounting, auditing, financial reporting process, and financial control of the Company. Please consult PixArt's Annual Report for the relevant year for the number of audit committee meetings convened and each member’s attendance rate.

Audit Committee held 5 meetings in 2024, The matters to be deliberated by the Audit Committee mainly include:
  • Proper presentation of financial reports
  • Material transactions of assets or derivatives
  • Public offering or issuance of securities
  • Compliance with laws, regulations, and rules
  • Policies, procedures, and effective implementation of internal control systems
  • Qualifications, independence, and performance evaluation of certified public accountants of the Company
  • Appointment, dismissal, or remuneration of certified public accountants of the Company
  • Self-assessment of the performance evaluation by the Audit Committee
  • Control and management of existing or potential risks of the Company

2024 Audit Committee Status:
The Audit Committee Meeting Resolutions Resolution not adopted by the Audit Committee but agreed by more than two-thirds of the entire body of directors
The 4th meeting of the 5th term
2024.02.19
 1. Adoption of the Company’s 2023 Internal Control Statement None
2. Adoption of the Company’s 2023 business report and financial statements None
3. Adoption of the proposal for distribution of the Company’s 2023 Earnings None
4. Adoption of the Company’s 2023 CPA independence and qualification evaluation None
5. Adoption of the Company’s 2024 CPA remuneration. None
Audit Committee’s resolution result: Agreed and adopted by all Audit Committee members
The Company’s handling of the opinion from the Audit Committee: Agreed and adopted by all the attending directors
The 5th meeting of the 5th term
2024.04.30		 1.Adoption of the Company’s 2024Q1 consolidated financial statements None
2.Adoption of the Company’s 1st issuance of 2023 new employee restricted shares None
Audit Committee’s resolution result: Agreed and adopted by all Audit Committee members
The Company’s handling of the opinion from the Audit Committee: Agreed and adopted by all the attending directors
The 6th meeting of the 5th term
2024.08.09		 1.Adoption of the Company’s 2024Q2 consolidated financial statements None
Audit Committee’s resolution result: Agreed and adopted by all Audit Committee members
The Company’s handling of the opinion from the Audit Committee: Agreed and adopted by all the attending directors
The 7th meeting of the 5th term
2024.11.01		 1.Adoption of the Company’s 2024Q3 consolidated financial statements None
2.Amendment to the Company’s “internal control systems and internal audit implementation rules” None
3.Adoption of the Company’s 1st issuance of 2023 new employee restricted shares None
Audit Committee’s resolution result: Agreed and adopted by all Audit Committee members
The Company’s handling of the opinion from the Audit Committee: Agreed and adopted by all the attending directors
The 8th meeting of the 5th term
2024.12.20		 1.Adoption of the Company’s 2024 internal audit plan None
Audit Committee’s resolution result: Agreed and adopted by all Audit Committee members
The Company’s handling of the opinion from the Audit Committee: Agreed and adopted by all the attending directors


The internal audit supervisor routinely reports to independent directors every year according to the annual audit plan and reports on the audit status for each quarter at the Audit Committee's meeting convened quarterly to help the independent directors understand the internal control operations. The certified public accountant sits in on the Audit Committee's meeting every year to explain the status of the review or audit of financial reports, and reports on important regulatory changes and corporate governance regulations. The certified public accountant communicates fully and interacts well with the independent directors.

The major communication between independent directors and the internal auditor or CPA in 2024 is summarized as follows:
Date Main points of communication Communication results
Feb. 19, 2024 (1) Internal audit execution report for the 4th quarter of 2023.
(2) The 2023 "Internal Control Statement”
(3) Communications among the Independent Directors,
management and the Independent Auditors		 Independent directors have fully understood the status of
execution by the internal audit as well as the status of the audit by the CPA
Apr. 30, 2024 Internal audit execution report for the 1st quarter of 2024 Independent directors have fully understood the status of 
execution by the internal audit
Aug. 9, 2024 Internal audit execution report for the 2nd quarter of 2024 Independent directors have fully understood the status of
execution by the internal audit
Nov. 1, 2024 Internal audit execution report for the 3rd quarter of 2024 Independent directors have fully understood the status of
execution by the internal audit
Dec. 20, 2024 The 2025 annual audit plan Independent directors have fully understood the annual
audit plan and key points



Remuneration Committee

The function of the Company's Salary and Remuneration Committee is to assess the salary and compensation policies and systems of the directors and managers of the Company in a professional and objective position. The Committee convenes meetings at least twice a year and may convene meetings at any time as necessary to make recommendations to the Board of Directors for reference of their decision-making.

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 include 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 the necessary information.

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:
  • Regularly review its rules and propose recommendations of amendments.
  • Formulate and regularly review the performance goals as well as the policies, systems, standards, and structure of salary and remuneration for directors and managers.
  • Periodically evaluate the achievement status of the performance goals of directors and managers and determine their remunerations accordingly.
When performing the official powers of the preceding paragraph, the Remuneration Committee shall follow the principles listed below:
  • Ensuring that the compensation arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  • Performance assessments and compensation levels of directors and managers shall take into account the general pay levels in the industry. Also to be evaluated are the reasonableness of the correlation between the individual's performance and this Corporation's operational performance and future risk exposure.
  • There shall be no incentive for the directors or managers to pursue compensation by engaging in activities that exceed the tolerable risk level of this Corporation.
  • For directors and managers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this Corporation's business.
  • No member of the Salary and Remuneration Committee may participate in discussion and voting when the Salary and Remuneration Committee is deciding on that member's individual compensation.
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 the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure.

“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
Wen-Chin Cheng (Independent Director) https://www.pixart.com/tem/images/icon-v.png(Convenor) https://www.pixart.com/tem/images/icon-v.png(Convenor)
Jung-Lu Lin(Independent Director)    
Jo-Lan Liu (Independent Director)    
Hsing-Yuan Hsu (Independent Director)    

Remuneration Committee Meeting Status: The Company’s Remuneration Committee has four members
The term of office of this term of committee members: From May 26, 2023, to May 25, 2026

The Remuneration Committee held two meetings in the recent year (2024) 【A】, in which committee member’s eligibility and attendance status are as follows:
Title Name Attendance in Person By Proxy Attendance Rate (%) Note
Convener Wen-Chin Cheng 3 0 100 %  
Member Jung-Lu Lin 3 0 100 %  
Member Jo-Lan Liu 3 0 100 %  
Member Hsing-Yuan Hsu 3 0 100 %  
 
The proposals and resolutions of the Remuneration Committee’s meeting and the handling of the Company to the members’ opinions:
The Remuneration Committee Meeting Resolutions
The 2th meeting of
the 5th term
2024.02.19		 1. Adoption of the proposal of 2023 employees’ profit-sharing bonus and director’s compensation
2. Adoption of the proposal of 2023 managers’ employees’ profit-sharing bonus and operating bonus
Remuneration Committee’s resolution result: Agreed and adopted by the entire body of Remuneration Committee members
The Company’s handling of the opinion from the Remuneration  Committee: approved by the board of directors pursuant to the legal procedure
The 3th meetingof
the 5th term
2024.04.30		 1 Adoption of the issuance of 2023 new employee restricted shares for managers.
Remuneration Committee’s resolution result: Agreed and adopted by the entire body of Remuneration Committee members
The Company’s handling of the opinion from the Remuneration  Committee: approved by the board of directors pursuant to the legal procedure
The 4th meeting of
the 5th term
2024.12.20		 1 Adoption of the proposal of 2025 managers’ compensation
Remuneration Committee’s resolution result: Agreed and adopted by the entire body of Remuneration Committee members
The Company’s handling of the opinion from the Remuneration  Committee: approved by the board of directors pursuant to the legal procedure
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