Corporate Governance

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 7 meetings in 2021, 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

2021 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 5th meeting of the 4th term
2021.03.19
1. Adoption of the Company’s 2020 Internal Control Statement None
2. Adoption of the Company’s 2020 CPA independence evaluation None
3. Adoption of the Company’s 2020 business report and financial statements None
4. Adoption of the investment proposal 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 4th term 2021.04.27 1. Adoption of the proposal for distribution of the Company’s 2020 Earnings None
2. Adoption of the Company’s 2021 new employee restricted shares program None
3. Adoption of the Company’s 2nd issuance of 2019 new employee restricted shares None
4. Adoption of the investment proposal 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 4th term
110.05.18
1. Adoption of the investment proposal None
2. Adoption of the Company’s 2nd issuance of 2019 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 4th term
110.08.03
1. Adoption of the investment in Subsidiaries 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 9th meeting of the 4th term
110.11.02
1. Adoption of the Company’s 1st issuance of 2021 new employee restricted shares program None
2. Adoptions of amendment of the Company’s “internal control systems and internal audit implementation rules” None
3. Adoption of the investment proposal None
4. Adoption of the purchase of land and buildings located in Yangguang Street, Neihu District, Taipei City 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 10th meeting of the 4th term
110.11.02
1. Adoption of the Company’s 2022 internal audit plan None
2. Adoption of the Company’s 2021 CPA remuneration None
3. Adoption of the Company’s 1st issuance of 2021 new employee restricted shares None
4. Adoption of the Company’s 2nd issuance of 2021 new employee restricted shares program 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 2021 is summarized as follows:
Date Main points of communication Communication results
Mar. 19, 2021 (1) Internal audit execution report for the 4th quarter of 2020.
(2) The 2020 “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. 27, 2021 Internal audit execution report for the 1st quarter of 2021 Independent directors have fully understood the status of 
execution by the internal audit
Aug. 3, 2021 Internal audit execution report for the 2nd quarter of 2021 Independent directors have fully understood the status of
execution by the internal audit
Nov. 2, 2021 Internal audit execution report for the 3rd quarter of 2021 Independent directors have fully understood the status of
execution by the internal audit
Dec. 21, 2021 The 2022 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:
  • 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 the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure
  • It shall take into consideration 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
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 June 12, 2020, to June 11, 2023

The Remuneration Committee held two meetings in the recent year (2021) 【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 2 0 100 %  
Member Jung-Lu Lin 2 0 100 %  
Member Jo-Lan Liu 2 0 100 %  
Member Hsing-Yuan Hsu 2 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 4th meeting of the 4th term
2021.03.19
1. Adoption of the proposal of 2020 employees’ profit-sharing bonus and director’s compensation
2. Adoption of the proposal of 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 5th meeting of the 5th term
2021.12.21
1. Adoption of the proposal of 2022 managers’ compensation
Remuneration Committee’s resolution result: Agreed and adopted by the entire body of Remuneration Committee members
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