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Remuneration Committee


Remuneration Committee members

Title

Name

Experience (Education)

The Convener Independent Director

Wei-Jen Chu

Education：
Master, Accounting Department, National Chengchi University
PhD, Management of Jinan University in Guangzhou

Experience：
Commissioner, CPA Professional Liability of Auditing Examination Committee, National Federation of CPA Associations of the R.O.C.
Chief Commissioner, Professional Education Committee, National Federation of CPA Associations of the R.O.C.
Chief Commissioner, Think Tank Committee, National Federation of CPA Associations of the R.O.C.
Executive Director, National Federation of CPA Association of the R.O.C.
Senior Partner of Candor Taiwan CPAs
Executive Director, Taipei CPA Association
Executive Supervisor, Taipei CPA Association
Commissioner, Discipline Committee, Taiwan Provincial CPA Association
Adjunct Instructor, Fu Jen Catholic University
Adjunct Instructor, Chinese Culture University

Independent Director

Chung-Jen Chen

Education:
PhD, Rensselaer Polytechnic Institute

Experience:
Associate Dean, Office of Research and Development, National Taiwan University
Deputy Director, Department of Professional Education & Continuing Studies, National Taiwan University
Associate Professor, Business Administration Department, National Taiwan University
Associate Professor, Business Administration Department, National Cheng Kung University
Assistant Professor, Business Administration Department, National Cheng Kung University
Vice Engineer, CTCI

Independent Director

Chun-Chung Chen

Education:
Ph.D., University of Texas at Dallas

Experience:
Associate Professor, International Business Department, National Taiwan University
Associate Professor, International Business Department, Yuan Ze University
Assistant Professor, International Business Department , National Chi Nan University

Committee Member

Chen-En Ko

Emeritus Professor, Accounting Department, National Taiwan University

Committee Member

Yen-Jung Lee

Professor, Accounting Department, National Taiwan University


The functions of the Remuneration Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors and managerial officers of this Corporation, and submit recommendations to the board of directors for its reference in decision making. The Committee shall consist of 5 members appointed by resolution of the board of directors and one of the members shall be the convener. There are three independent directors participating in the Committee and one of the independent directors shall be elected by all members of the Committee as the convener and meeting chair. Meetings of the Committee shall be held at least twice a year. In convening a meeting of the Committee, a notice setting forth the subjects to be discussed at the meeting shall be given to each member at least 7 days in advance.


1. A total of 2 Remuneration Committee meetings were held in 2023. The attendance record of the Remuneration Committee members was as follows:


 

2. Scope of duties :
(1) Periodically reviewing this Charter and making recommendations for amendments.
(2) Establishing and periodically reviewing the performance assessment standards, the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
(3) Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been achieved and setting the contents and amounts of their individual compensation.


3. The meetings, sessions, contents of motion, and resolutions of the Remuneration Committee and the Company’s response to the Remuneration Committee’s opinion should be specified :


Meeting date and Session

Agenda and Later procedure

Resolution Result

The handling of the Company’s opinion

2022.1.19
1st time of Year 2022

1. Approved the proposed ratio for the distribution of remuneration for directors of 2022.
2. Approved the proposed ratio for the distribution of remuneration for employees of 2022.
3. Approved the amendments to “Regulation of Remuneration Management.”
4. Approved the amendments to “Regulations Governing Management of Employee Leave Requests and Overtime.”
5. Approved the proposed performance bonus for managers for the second half of 2021.
6. Approved 2021 year-end bonus paid to managers.
7. Approved the 2021 performance appraisal result for managers and the proposed changes to the salaries of managers for 2022.

Approved by all committee members.

Proposed to BOD and approved by all attendant directors

2022.8.1
2nd time of Year 2022

1. Approved the amendments to “Rules Governing the Calculation and Distribution of Remunerations for Directors.”
2. Approved the amendments to “Regulation of Remuneration Management.”
3. Approved the amendments to “Regulations Governing Management of Employee Leave Requests and Overtime.”
4. Approved the amendments to “Aten International Co., Ltd. Remuneration Committee Charter.”
5. Approved the proposed performance bonus for managers for the first half of 2022.
6. Approved employee compensation paid to managers in 2021.

Approved by all committee members.

Proposed to BOD and approved by all attendant directors

Audit Committee


Audit Committee members

Title

Name

Experience (Education)

The Convener
Independent Director

Wei-Jen Chu

Education：
Master, Accounting Department, National Chengchi University
PhD, Management of Jinan University in Guangzhou

Experience：
Commissioner, CPA Professional Liability of Auditing Examination Committee, National Federation of CPA Associations of the R.O.C.
Chief Commissioner, Professional Education Committee, National Federation of CPA Associations of the R.O.C.
Chief Commissioner, Think Tank Committee, National Federation of CPA Associations of the R.O.C.
Executive Director, National Federation of CPA Association of the R.O.C.
Senior Partner of Candor Taiwan CPAs
Executive Director, Taipei CPA Association
Executive Supervisor, Taipei CPA Association
Commissioner, Discipline Committee, Taiwan Provincial CPA Association
Adjunct Instructor, Fu Jen Catholic University
Adjunct Instructor, Chinese Culture University

Independent
Director

Chung-Jen Chen

Education:
PhD, Rensselaer Polytechnic Institute

Experience:
Associate Dean, Office of Research and Development, National Taiwan University
Deputy Director, Department of Professional Education & Continuing Studies, National Taiwan University
Associate Professor, Business Administration Department, National Taiwan University
Associate Professor, Business Administration Department, National Cheng Kung University
Assistant Professor, Business Administration Department, National Cheng Kung University
Vice Engineer, CTCI

Independent
Director

Chun-Chung Chen

Education:
Ph.D., University of Texas at Dallas

Experience:
Associate Professor, International Business Department, National Taiwan University
Associate Professor, International Business Department, Yuan Ze University
Assistant Professor, International Business Department , National Chi Nan University

Independent Director

Ching-Jen Chang

Education：
EMBA, Accounting and Management Decision-Making, National Taiwan University
Bachelor, Accounting Department, National Chengchi University

Experience：
CPA, T N Soong & Co
CPA, Deloitte & Touche


The Audit Committee assists the board in the performance of its oversight duties and in the tasks entrusted to it in compliance with the Companies and Corporations Act, the Securities Exchange Act and other pertinent laws and regulations. Regular meetings of the Audit Committee shall be held quarterly. The Audit Committee is entitled to require that any the managers of relevant departments, internal audit executive, certified public accountants or other related parties attend a meeting of the Committee and provide information.

The Audit Committee is responsible to review the following major matters:
(1) The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) 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 material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
(4) Matters in which a director is an interested party.
(5) Asset transactions or derivatives trading of a material nature.
(6) Loans of funds, endorsements, or provision of guarantees of a material nature.
(7) The offering, issuance, or private placement of equity-type securities.
(8) The hiring or dismissal of a certified public accountant, or their compensation.
(9) The appointment or discharge of a financial, accounting, or internal audit officer.
(10) The annual financial reports which have been signed or stamped with the seal of the chairperson, managerial officer, and accounting officer, and the second quarter financial reports that must be audited and attested by a CPA.
(11) Proposal on business report, profit distribution or loss compensation
(12) Other material matters as may be required by this Corporation or by the competent authority.


Composition of Audit Committee


The Audit Committee of the Company was established on June 16, 2020 and composed of the entire number of independent directors. The Audit Committee holds regular meetings at least once a quarter.
A total of 5 review committee meetings were held in 2023. The members of the Audit Committee are as follows:

Title

Name

Audit Committee

Independent Director

Wei-Jen Chu

Convener

Independent Director

Chung-Jen Chen

Committee Member

Independent Director

Chun-Chung Chen

Committee Member

Independent Director

Ching-Jen Chang

Committee Member


Annual Operation Summary


  • Audit financial report: The Board of Directors has prepared the Company’s 2021 and the second quarter of 2022 Business Report, Financial Statements, and Earnings Distribution Proposal. ATEN International Financial Statements have been audited and certified by KPMG and an audit and review report relating to the Financial Statements have been issued respectively. The Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of ATEN International.
  • Assessment of the effectiveness of the internal control system: The Audit Committee assesses the effectiveness of the Company's internal control system policies and procedures, and reviews the Company's internal audit department, certified public accountants, and the management's periodic reports.

Operation of Audit Committee in 2023


Audit Committee Meeting date and Session

Agenda and Later procedure

Matters referred to in Article 14-5 of the Securities and Exchange Act

2023.1.13
1st time of Year 2023

1. Approved internal audit operations report.

V

Objection or expression of reservation by independent directors about resolutions：NA
Audit committee resolution result: Approved by all attending members. The Company’s means of processing the opinions of the audit committee：Approved by all attending directors on BOD.

2023.3.9
2nd time of Year 2023

1. Approved the appointment of financial and accounting officer.
2. Approved 2022 Business Report and Financial Statements.
3. Approved 2022 internal control system statement.
4. Approved internal audit operations report.

V

Objection or expression of reservation by independent directors about resolutions：NA
Audit committee resolution result: Approved by all attending members.
The Company’s means of processing the opinions of the audit committee：Approved by all attending directors on BOD.

2023.5.3
3rd time of Year 2023

   

1. Approved to revise the internal control system.
2. Approved internal audit operations report.

V

Objection or expression of reservation by independent directors about resolutions：NA
Audit committee resolution result: Approved by all attending members.
The Company’s means of processing the opinions of the audit committee：Approved by all attending directors on BOD.

2023.8.4
4th time of Year 2023

   

1. Approved to revise the internal control system.
2. Approved internal audit operations report.

V

Objection or expression of reservation by independent directors about resolutions：NA
Audit committee resolution result: Approved by all attending members.
The Company’s means of processing the opinions of the audit committee：Approved by all attending directors on BOD.

2023.11.3
5th time of Year 2023

   

1. Approved to revise 2023 annual audit plans.
2. Approved 2024 annual audit plans.
3. Approved to revise the internal control system.
4. Approved internal audit operations report.

V

Objection or expression of reservation by independent directors about resolutions：NA
Audit committee resolution result: Approved by all attending members.
The Company’s means of processing the opinions of the audit committee：Approved by all attending directors on BOD.

Sustainable Development Committee


Sustainable Development members

Title

Name

Experience (Education)

Professional Capabilities

The Convener Director

Yung-Da Lin

Education：
EMBA, International Business Management, National Taiwan University
Master, Electronic Engineering Department, National Taiwan University
Bachelor, Electronic Engineering Department, National Taiwan University

Experience：
Product Director, Aver Media
R&D Director, Aver media

Product Development
Environmental Protection
Social Engagement

Independent Director

Wei-Jen Chu

Education：
Master, Accounting Department, National Chengchi University
PhD, Management of Jinan University in Guangzhou

Experience： Commissioner, CPA Professional Liability of Auditing Examination Committee, National Federation of CPA Associations of the R.O.C.
Chief Commissioner, Professional Education Committee, National Federation of CPA Associations of the R.O.C.
Chief Commissioner, Think Tank Committee, National Federation of CPA Associations of the R.O.C.
Executive Director, National Federation of CPA Association of the R.O.C.
Senior Partner of Candor Taiwan CPAs
Executive Director, Taipei CPA Association
Executive Supervisor, Taipei CPA Association
Commissioner, Discipline Committee, Taiwan Provincial CPA Association
Adjunct Instructor, Fu Jen Catholic University
Adjunct Instructor, Chinese Culture University

Accounting and Auditing
Risk Management
Regulation Compliance

Independent Director

Chung-Jen Chen

Education:
PhD, Rensselaer Polytechnic Institute

Experience:
Associate Dean, Office of Research and Development, National Taiwan University
Deputy Director, Department of Professional Education & Continuing Studies, National Taiwan University
Associate Professor, Business Administration Department, National Taiwan University
Associate Professor, Business Administration Department, National Cheng Kung University
Assistant Professor, Business Administration Department, National Cheng Kung University
Vice Engineer, CTCI

Strategic and Innovation Management
Business Development Strategy
Technology Policy and Industry Development

Independent Director

Chun-Chung Chen

Education:
Ph.D., University of Texas at Dallas

Experience:
Associate Professor, International Business Department, National Taiwan University
Associate Professor, International Business Department, Yuan Ze University
Assistant Professor, International Business Department , National Chi Nan University

Competitive Strategy
Organizational Management
Internationalization Strategy

Independent Director

Ching-Jen Chang

Education：
EMBA, Accounting and Management Decision-Making, National Taiwan University
Bachelor, Accounting Department, National Chengchi University

Experience：
CPA, T N Soong & Co
CPA, Deloitte & Touche

Accounting and Finance
Internal Control Risk
Decision-Making and Leadership

 

1. A total of 1(A) Sustainability Committee meetings were held in 2022. The attendance of the independent directors was as follows:

 

 

2. Scope of duties:
(1) Draft of sustainability policy.
(2) Formulation of sustainability plan.
(3) Review, follow, and revision of sustainability execution and report to BOD regularly.
(4) Supervision of communication and issues that stakeholders including shareholders, customers, suppliers, employees, government, community, and media are concerned.
(5) Matters that BOD assigns the committee to implement.