Audit Committee
GUC’s Audit Committee has been set up since 2008, and the latest-term committee was formed in 2023 by five new independent directors. The Audit Committee is taking the responsibility for carrying out the fair representation of the Company's financial statements, appointment or dismissal of attesting CPAs and evaluation of CPAs’ independence and performance, effective implementation of the Company’s internal control, the Company's compliance with relevant laws and regulations, control and management of existing or latent risks, etc.
The Audit Committee meets regularly each quarter. The Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It can invite the Company's management team, internal auditors, the Company's independent external auditors, and all employees of the Company to join the meeting.
Since self-evaluation measures were included in Audit Committees’ performance evaluation in October 2022, Audit Committee examined its overall effectiveness in 2022 based on the self-evaluation questionnaire. That is, each director conducted an independent and objective evaluation of the effectiveness of the overall Audit Committee in relation to the following five aspects: participation degree in the Company’s operations, awareness of committee responsibilities, decision-making quality, committee’s composition and the selection/appointment of its members, internal control, etc. In 2022, the Company’s Audit Committee received a rating of “Excellent” in its self-assessment. However, compared with 2021, the performance in the aspects of “Audit Committee responsibility cognition” and “Internal control” aspects have declined significantly.
Five independent directors are selected at the Company’s Regular Shareholders’ Meeting to form the Audit Committee. Its primary duties are as follows:
- Stipulation or amendment of internal control system in accordance with Article 14-1 of the Securities and Exchange Act
- Appraisal of internal control system effectiveness
The Audit Committee evaluates the effectiveness of the Company's internal control system, including approval authority, completeness, risk management, etc. (the scope includes but not limited to finance, operations, research and development, information security, legal compliance, and operations in relation to all stakeholders), and reviews the results of internal audits and attesting CPAs’ work. In addition to regular reports made by managerial officer, for matters of high operational risks, relevant controllers/officers are also requested to make reports on the improvement status. The above content is stipulated based on the Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. The Audit Committee deemed that the Company's risk management and internal control systems were effective, and the Company had adopted necessary control mechanisms to supervise and correct noncompliance or weaknesses with opportunities for improvement.
- Formulate or revise the handling procedures for the acquisition or disposal of assets, engagement in derivative transactions, loaning of funds to others, provisions of endorsement or guarantee to others, and other significant financial or business actions in accordance with the provisions in Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interest of directors.
- Transactions on material assets or derivative commodities.
- Material monetary loan, endorsement, or provision of guarantee.
- The offer, issuance or private placement of securities of equity nature.
- The appointment, discharge or remuneration of certified public accountants.
- The appointment and discharge of the head of finance, accounting, or internal audit.
- The annual financial statements signed or stamped by the chairman, managerial officers and accounting controller and the quarterly financial statements signed or stamped by the chairman, managerial officers and accounting controller, and reviewed by CPAs.
- Business report, proposal for profit distribution or loss make-up.
- Other significant matters stipulated by the Company or competent authorities.
Compensation Committee
GUC's Compensation Committee is formed by all independent directors (five in total). The Committee holds at least one meeting per quarter, taking the responsibility for the formulation and regular evaluation of the Company's overall compensation policy; formulation and regular review (at least once a year) of the policy, system, standards and structure in relation to directors' and managerial officers' performance evaluation and compensation, regular evaluation and determination of the compensation for directors and managerial officers, employee stock option plan and employee bonus plan or other employee incentive plans.
The self-evaluation measures have also been included in Compensation Committee’s performance evaluation since October 2022. In 2022, the Company’s Remuneration Committee received a rating of “Good” in its self-assessment. Compared with 2021, the performance in the aspect of “Participation in the Company’s operations” showed slight improvement, whereas performance in other aspects declined. Among them, the aspect with the greatest decline in performance was “Cognition of Remuneration Committee responsibilities.”
Strategy Committee
The Company established a Strategy Committee in 2022. The first Strategy Committee consists of all directors; their term of service is from October 27, 2022 to May 18, 2023. The first Strategy Committee meeting was held on December 1, 2022, to discuss the Company’s future operating strategy and policy. All members of the Committee participated in the meeting. The Committee provided many suggestions and guidance on the operational policy reported by the Company's management team; the Committee asked the management questions such as what should be done (or not be done) in the future in terms of the Company's strategic direction à business strategy à each functional unit’s strategic implementation; why this needs to be (or doesn’t need to be) done; and how it should be done. The Committee also asked that they formulate feasible, measurable milestones for each functional unit, to form a complete functional strategy loop. It was also decided in the first Strategy Committee meeting that the meetings shall be held at least twice a year. Within the scope of Committee’s scope of authority, management, experts, and other people may be invited to attend the meetings and provide relevant information.
The Company's Strategy Committee currently has nine members, which are all of GUC board members. And Kenneth Kin, independent director, is serving as Committee convener. Kenneth Kin is well experienced in the industry. He has been in charge of Asia-Pacific operations for Convex Computer in the US, and is past head of Motorola’s Computer Group. Later, he served as the Vice President of IBM’s Microelectronics Global Business and Services Department. In 2001, he was hired as Senior Vice President of TSMC’s Global Business and Marketing Department, where he was responsible for global business and services. In addition to his work experience, he has also served as a Director of the Massachusetts High Technology Council, and at National Tsing Hua University, was a Deputy Dean of the College of Technology Management and director of the EMBA program. He is a leader in the technology industry, with both industry and academia experience.
The Committee’s scope of authority includes planning and guidance on the following matters:
- The Company's growth strategy, including short-, medium-, and long-term development goals and strategies.
- Major investment and merger & acquisition (M&A) plans.
- Issues related to sustainable development (ESG).
- Risk management issues.
- Other important strategic issues