Members of Functional Committee
| Name |
Auditing Committee (including risk management) |
Compensation Committee | Sustainable Development Committee |
|---|---|---|---|
|
Shou-Te Hsu(Independent Director) |
✔(Chairman) | ✔ | ✔(Chairman) |
|
Chin-Chou Hsu (Independent Director) |
✔ | ✔(Chairman) | ✔ |
|
Jacky Huang(Chairperson) |
- | - | ✔ |
|
Hui-Chin Wang(Member Of The Compensation Committee) |
- | ✔ | - |
Auditing Committee
Purpose of the Auditing Committee is to assist the board of directors in achieving its quality and integrity on the supervision of accountancy, auditing, finance report procedure, and financial control.
Major Duties
- Stipulate or amend internal control system.
- Assessment on the validity of internal control system.
- Stipulate or amend the obtaining/disposition of assets, practicing trade on derivatives, loaning money to others, and procedures on endorsement or providing guarantee.
- Issues regarding the interest of board members.
- Trade on major assets or derivatives.
- The loaning of significant fund, endorsement or providing guarantee.
- Collect, issue or private placement of marketable securities.
- The appointment and dismissal of financial, accounting or internal auditing executives.
- The employment, dismissal and salary provision of certified public accountants.
- Assessment on the experience, independence and performance of certified public accountants.
- Reviewing Financial Report.
- Abiding Laws.
- Risk Management.
Practice in 2023
- Assessment on the validity of internal control system.
- Amend the procedure of obtaining/disposition of assets.
- Review the trade on major assets.
- Review the loaning of significant fund.
- Review the salary provision of certified public accountants.
- Review the independence and performance of certified public accountants.
- Review financial report.
- Supervise risk management.
Risk Management
Risk Management Policies and Procedures
Purpose of the risk management is to strengthen the company's risk management system and improve risk management functions, in order to achieve the purpose of sustainable operation of the organization.The risk management policies and procedures were approved by the board of directors on January 5, 2023. The aim to manage various risks that may affect the achievement of corporate goals through a comprehensive risk management structure, and by integrating risk management into operating activities and daily life. Management process to achieve the goals of achieving company goals, improving management efficiency, providing reliable information and effectively allocating resources.
Risk management organizational structure
Risk Management Procedures
Risk Management Operations：
| Date | Content |
|---|---|
| February 22, 2023 | Education training. |
| September 12, 2023 | Fill out the risk assessment form. |
| September 25, 2023 | Complete the risk assessment form. |
| October 24, 2023 | Summary results. |
| November 10, 2023 | Report to the board of directors. |
Compensation Committee
Purpose of the Compensation Committee is to assist the board of directors in practicing and evaluating the salary and welfare policies of Jia Wei Lifestyle and the salary of board members and managers.
According to Jia Wei Organizational Regulation of the Compensation Committee, the committee is composed of three members and are appointed according to the resolution of the board of directors. At least half of the committee members must be independent directors.
Compensation Committee of Jia Wei Lifestyle are composed of all independent directors.
Major Duties
- Regularly reviews the Organizational Regulation of the Compensation Committee and propose amendment suggestions.
- Stipulates and regularly reviews the policies, systems, standards and structures regarding the annual and long-term performance goals and salary of Jia Wei board members, functional committee members and managers.
- Regularly evaluates the performance achieving situation of Jia Wei board members, functional committee members and managers in order to stipulate their individual salaries.
The Compensation Committee convened 6 meetings in 2023 and the attendance is as follows:
| Title | Name | Attendance in person |
Attendance by proxy |
Percentage of attendance in person(%) |
|
|---|---|---|---|---|---|
| Independent Directors |
Chin-Chou Hsu | 6 | - | 100% | Appointment by director of board on Jun. 20, 2022 |
| Independent Directors |
Shou-Te Hsu | 5 | - | 83% | Appointment by director of board on Jun. 20, 2022 |
| Independent Directors |
Jacky Huang | 4 | - | 100% | Appointment by director of board on Jun. 20, 2022；Resignation on July 24, 2023. |
| Member Of The Compensation Committee | Hui-Chin Wang | - | - | - | Appointment by director of board on Oct. 19, 2023 |
The date, proposal details and resolution of the Compensation Committee in 2023：
| Date(Period) | Proposal Details | Resolution |
|---|---|---|
| January 5, 2023(2nd meeting in the 6th term) | The 2022 year-end bonus distribution plan for managers. |
After the Chairman has asked all members in attendance for opinion, the proposal was approved in a resolution without dissent. |
| Distribution of employee compensation for 2021. | ||
| Appointment of subsidiary general manager and lifting of non-competition restrictions. | ||
| Appointment of subsidiary managers and lifting of non-competition restrictions. | ||
| March 24, 2023(3rd meeting in the 6th term) | Appropriation of directors' remuneration and employee compensation for 2022. | |
| Revision of articles of incorporation. | ||
| Formulate managers compensation management measures. | ||
| May 5, 2023(4th meeting in the 6th term) | Appointment of corporate governance officer. | |
| June 20, 2023(5th meeting in the 6th term) | Resolution on chairperson's remuneration. | |
| August 1, 2023(6th meeting in the 6th term) | Resolution on chairperson's remuneration. | |
| August 11, 2023(7th meeting in the 6th term) | Appointment of directors of important subsidiaries. | |
| Distribution of directors compensation for 2022. | ||
| Distribution of employee compensation for 2022. |
Sustainable Development Commitee
Purpose of the Sustainable Development Committee is to develop a sustainable environment (E), safeguard social welfare (S), and implement corporate governance (G).
Sustainable Development Committee of Jia Wei Lifestyle has three members, appointed by resolution of the board of directors, and more than half of them are independent directors.
Major Duties
- Formulate sustainable development policies, management guidelines or promotion plans.
- Track, review and revise the implementation of sustainable development.
- Preparation and distribution of ESG report.
- Report regularly to the board of directors.
- Other matters handled by this committee as resolution by the board of directors.
The Sustainable Development Commitee convened 1 meetings in 2023 and the attendance is as follows:
| Title | Name | Professional ability | Attendance in person |
Attendance by proxy |
Percentage of attendance in person(%) |
|
|---|---|---|---|---|---|---|
| Independent Directors |
Chin-Chou Hsu | Financial and government affairs | 1 | - | 100% | Appointment by director of board on Nov. 10, 2023 |
| Independent Directors |
Shou-Te Hsu | Corporate Governance and ESG, Financial Management | 1 | - | 100% | Appointment by director of board on Nov. 10, 2023 |
| Chairperson | Jacky Huang | Corporate Governance, International Finance | 1 | - | 100% | Appointment by director of board on Nov. 10, 2023 |