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Corporate Governance -www41668com澳门金沙-澳门金沙91599.com

Organization

Organizational structure

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Subsidiaries

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Internal audit 

The audit office comprises of 2 - 3 auditors, and directly reports to the Board of Directors.  The chief internl auditor shall 1) submit reports, including the auditing plan and the execution results of such plan, to the Audit Committee for review and examination periodically; 2) shall be present to the Board meeting and report the execution of auditing plan.  The said auditing plan is formulated by the Board meeting based on the identified risks of the company.  In addition, the audit office shall review the self-examination results of each Department and Business Unit of the company to ensure the self-examination be implemented.  The review results shall be reported to the Board of Directors as well.

 

Board of Directors

Directors

Name Curriculum Vitae Other positions in EMC and other companies
Dong, Ding Yu Ph.D. in Engineering, Stanford University
Assistant Professor, San Jose State University
CEO & President, Elite Material Co., Ltd.
Yu Chang Investment Co., Ltd.
Representative:
Tsai, Fei Liang
Master of Chemical Engineering, National Tsing Hua University
President, Taiwan Union Technology Corporation
Chief Strategy Officer, Elite Material Co., Ltd.
Yu Chang Investment Co., Ltd.
Representative:
Lee, Wen Shiung
Bachelor of Chemical Engineering, Tamkung University
Director, Unimicron Corporation
President, Isola Asia Pacific (Taiwan) Inc.
Consultant, Taiwan Printed Circuit Association
Hsieh, Mon Chong Master of International Affairs, Columbia University, USA
Finance Manager, Salomon Brothers Inc.
Chairman, Synmax Biochemical Co., Ltd.
Vice Chairman, Royal Chef Co., Ltd.

Independent Directors

Name Curriculum Vitae Other positions in EMC and other companies
Yeh, Chia Hsiu Bachelor of Chemistry, Fu Jen Catholic University
CEO, Uniplus Technology Corporation
None
Shen, Bing MBA, Harvard University
Financial Analyst, World Bank
Chief Investment Officer, International Bank Corp.
Executive Director, Morgan Stanley & Co.
Vice President, China Development Industrial Bank
President, CDIB Partners Investment Holding Corporation
Director, CTCI Corporation
Chen, Xiang Sheng Bachelor, Department of Chemistry, National Taiwan Normal University Manager, Engineering Department, Asahi Glass (Taiwan) Corporation
Manager, Material Department of Qume Company
Vice President, Chin-Poon Industrial Co., Ltd.
None

The authorities that the Board of Directors may exercise and the business it may conduct as follows:

  1. Resolve to propose amendment of the Articles of Incorporation and to approve important procedures and rules.
  2. To approve the establishment and abolition of business branch(es).
  3. The approval of annual financial budget, the examination of financial statements, and the review, supervision and implementation of the annual business plan.
  4. Resolve to propose earnings distribution, loss make-up, capital increase, or capital reduction.
  5. Resolve to approve the investment on other businesses by the Company, and acquisition of equity shares of others.
  6. To appoint and discharge the certified public accountants of the Company.
  7. To propose the transfer of the right of dien, selling, rental, pledge, mortgage or any other action to the whole or material parts of the Company's property or business.
  8. To approve the financing application from, providing guarantee to, making acceptance payment to, making capital lending to or borrowing from financial institutions and any other third parties with a total amount of NT$ Twenty Million or more.  When the total dollar amount is less than NT$ Twenty Million for the aforesaid business activities, the person-in-charge may execute in advance; however, shall report to the most upcoming meeting of the Board of Directors.  Any monetary payment for a single purpose shall not be divided and made directly to avoid the examination of the Board of Directors.
  9. To approve the capital expenditure, being included in the annual budget, of which the total amount is NT$ Fifty Million or more and the the capital expenditure, not being included in the annual budget, of which the total amount is NT$ Ten Million or more.  For capital expenditure of which the total amount is more than NT$ Five Million and less than NT$ Ten Million, the person-in-charge may make the payment in advance; however, shall report to the most upcoming meeting of the Board of Directors.  Any capital expenditure payment made for a single purpose shall not be divided and made directly to avoid the examination of the Board of Directors.
  10. To approve the endorsement/guarantee provided and make acceptance payment in the name of the Company, of which the total amount is NT$ Ten Million or more.
  11. To approve the signing of contracts of which the validness will sustain for one year or more and of which the total contemplated amount is NT$ Fifty Million or more.
  12. To approve major transactions between the Company and the related parties including affiliated enterprises.
  13. To hire and dismiss the managerial personal with a level of Vice General Manager or higher for the Company.
  14. To approve the acquisition, transfer, and authorization of the proprietary technologies, patents, trademarks, and copyrights, and to approve, amend, and terminate the contracts for technology cooperation.
  15. Other powers and duties being authorized by laws, the Articles of Incorpoation, and resolutions of the Shareholders' Meetings.

 

Audit Committee

The Committee members elected at 25 June 2016:

  • Yeh, Chia Hsiu (Independent Director)
  • Shen, Bing (Independent Director)
  • Chen, Xiang Shen (Independent Director)

The powers of the Committee are as follows:

  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, capital lending to others, an 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. Capital lending to others, 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 chief audit officer.
  10. Annual and semi-annual financial reports.
  11. Other material matters as may be required by the Company or by the competent authority.

 

Communications between Independent Directors and the chief internal audit and CPAs of the Company

 

Remuneration Committee

The Committee members elected at 25 June 2016:

Name Curriculum vitae Other positions in EMC and other companies
Chen, Xiang Sheng

Bachelor, Department of Chemistry, National Taiwan Normal University
Manager, Engineering Department, Asahi Glass (Taiwan) Corporation
Manager, Material Department of Qume Company
Vice President, Chin-Poon Industrial Co., Ltd.

None
Shen, Bing MBA, Harvard University
Financal Analyst, World Bank
Chief Investment Officer, International Bank Corporation
Executive Director, Morgan Stanley & Co.
Vice President, China Development Industrial Bank
President, CDIB Partners Investment Holding Corporation
Director, CTCI Corporation
Yeh, Chia Hsiu Bachelor, Department of Chemistry, Fu Jen Catholic University
CEO, Uniplus Technology Corporation
None

Scope of duties

The Committee shall exercise the care of a good administrator to establish and periodically review the performance of the managerial officers of the Company, and policies, structure, performance evaluation systems and standards for their compensation.

 

Resolutions by Board of Directors -金沙js5网址-金沙9699us

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