Corporate Governance

CORPORATE GOVERNANCE

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01

Audit Committee

The company's audit committee is composed of independent directors and has established the "Audit Committee Organization Regulations." Its main deliberation matters include the appropriate presentation of the company's financial statements, the appointment (dismissal) of the certified public accountant and the evaluation of their independence and performance, the effective implementation of the company's internal control system, compliance with relevant laws and regulations, and the management of existing or potential risks.
Job Title Name Professional Qualifications and Experience
Convener 劉國光 Graduated from the Accounting Department of Soochow University, previously served as the Chief Financial Officer of Hu Shi Electronics (Suzhou Kunshan) and the Chief Financial Officer of Titan Biotech Co., Ltd., with extensive experience in management, accounting, and financial analysis, able to timely provide relevant corporate governance and operational management advice to the company's board of directors.
Audit Committee Member 詹魁元 Graduated with a Ph.D. in Mechanical Engineering from the University of Michigan, currently a professor in the Department of Mechanical Engineering at National Taiwan University, possessing rich industry knowledge, able to timely provide relevant corporate governance and operational management advice to the company's board of directors.
Audit Committee Members 李瑞珠 Graduated from the National Taipei University Graduate Institute of Business Administration, currently the Senior Vice President of the Industrial Technology Research Institute's Innovation Industrial Technology Transfer Co., Ltd., with rich experience in corporate governance, marketing, and management, able to timely provide relevant corporate governance and operational management advice to the company's board of directors.
Audit Committee Member 張紋祥 Graduated from Arizona State University in the United States with a degree in Mechanical Engineering, formerly served as Senior Vice President of Raystar Optronics Co., Ltd., possessing rich industry knowledge, corporate governance, and marketing skills, able to provide timely advice on corporate governance and operational management to the company's board of directors.
The Audit Committee is responsible for overseeing the proper presentation of the company's financial statements, the appointment (dismissal) and independence and performance of the certified public accountant, the effective implementation of internal controls, compliance with relevant laws and regulations, and the management of existing or potential risks to the company. Its main powers are listed as follows: 1. The company's operational plan. 2. Annual financial reports and semi-annual financial reports. 3. Review of the internal control system established or amended by the company. 4. Review of the procedures for handling significant financial transactions related to the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, providing endorsements or guarantees for others. 5. Matters involving the interests of directors or supervisors themselves. 6. Significant asset or derivative transactions. 7. Significant lending, endorsements, or guarantees. 8. Raising, issuing, or privately placing securities with equity characteristics. 9. Appointment, dismissal, or remuneration of the certified public accountant. 10. Appointment or dismissal of financial, accounting, or internal audit supervisors. 11. Other matters that should be resolved by the shareholders' meeting or submitted to the board of directors according to laws and regulations or significant matters stipulated by the competent authority.
Operation of the Audit Committee
The term of the current committee members is from March 27, 2025, to March 26, 2028. As of October 7, 2025, four meetings have been held, and the attendance of the members is as follows:
Job Title Name Actual attendance frequency Number of attendance by proxy Number of times required to attend Actual attendance rate Notes
Convener 劉國光 4 0 4 100%  
Audit Committee Member 詹魁元 4 0 4 100%  
Audit Committee Member 李瑞珠 4 0 4 100%  
Audit Committee Member 張紋祥 4 0 4 100%  

 

 

 

Communication matters between independent directors, internal audit supervisors, and certified public accountants.
Communication methods:
1. After the company's audit report and follow-up report are reviewed, they will be delivered to each independent director for review by the end of the following month; the audit supervisor will report quarterly to the audit committee on the execution status of the company's internal audit and the operation of internal controls; if significant anomalies occur, meetings may be convened at any time.
2. The company's certified public accountants regularly communicate with independent directors regarding the audit results of the company's and its subsidiaries' financial statements and key audit matters.

Communication status:
Meeting Date Matters communicated with the internal audit supervisor Matters communicated with the certified public accountant Communication results
114.04.24   1. Explanation of the audit situation of the financial statements for the fiscal year 113 2. Communication of key audit matters No other opinions.
114.08.12 Audit status for the second quarter of the 114th year of the Republic of China   No other opinions.

 

 

 

02

Salary Compensation Committee

The company's compensation committee is composed of independent directors and has established organizational regulations for the compensation committee. The committee's authority is to evaluate the salary and compensation policies and systems for the company's directors and managers from a professional and objective standpoint, and to provide recommendations to the board of directors for their decision-making reference. Matters related to the authority, unless otherwise stipulated by laws or the articles of incorporation, shall be handled in accordance with the "Organizational Regulations of the Compensation Committee" issued by the company.
Job title Name Professional Qualifications and Experience
Convener 張紋祥 Graduated from Arizona State University in the United States with a degree in Mechanical Engineering, formerly served as Senior Vice President of Raystar Optronics Co., Ltd., possessing rich industry knowledge, corporate governance, and marketing experience, capable of providing relevant corporate governance and operational management advice to the company's board of directors in a timely manner.
Compensation Committee Member 詹魁元 Graduated with a Ph.D. in Mechanical Engineering from the University of Michigan, currently a professor in the Department of Mechanical Engineering at National Taiwan University, possessing rich industry knowledge, able to timely provide relevant corporate governance and operational management suggestions to the company's board of directors.
Compensation Committee Member 李瑞珠 Graduated from the National Taipei University Graduate Institute of Business Administration, currently a Senior Vice President of the Industrial Technology Research Institute's Innovation Industrial Technology Transfer Co., Ltd., with rich experience in corporate governance, marketing, and management, able to provide relevant corporate governance and operational management advice to the company's board of directors in a timely manner.
Compensation Committee Member 劉國光 Graduated from the Accounting Department of Soochow University, formerly served as the Chief Financial Officer of Hu Shi Electronics (Suzhou Kunshan) and the Chief Financial Officer of Tai Ji Biotechnology Co., Ltd., with rich experience in management, accounting, and financial analysis, able to timely provide relevant corporate governance and operational management advice to the company's board of directors.

 

 

 

The operation of the Compensation Committee
The term of this committee is from March 27, 2025 to March 26, 2028. As of August 31, 2025, two meetings have been held, and the attendance of the members is as follows:
Job Title Name Actual attendance count Times attended by proxy Number of times required to attend Actual attendance rate Notes
Convener 張紋祥 2 0 2 100%  
Compensation Committee Member 詹魁元 2 0 2 100%  
Compensation Committee Member 李瑞珠 2 0 2 100%  
Compensation Committee Member 劉國光 2 0 2 100%  

 

 

 

03

Nominating Committee

The purpose of the Nomination Committee is to strengthen the mechanism for selecting directors, to build a diversified and professional board of directors, and to assist the board in selecting a list of candidates for independent directors.
The company's nomination committee is composed of at least three directors appointed by the board of directors, with a majority of independent directors participating.
Job Title Name Professional qualifications and experience
Convener 張紋祥 Graduated from Arizona State University in the United States with a degree in Mechanical Engineering, formerly served as Senior Vice President of Raystar Optronics Co., Ltd., possessing rich industry knowledge, corporate governance, and marketing experience, able to provide relevant opinions on the talents needed for the company's board of directors in a timely manner.
Nomination Committee Member 詹魁元 Graduated with a Ph.D. in Mechanical Engineering from the University of Michigan, currently a professor in the Department of Mechanical Engineering at National Taiwan University, possessing rich industry knowledge and able to provide relevant opinions on the talents needed for the company's board of directors in a timely manner.
Nomination Committee 林于鈞 Graduated from the University of Michigan in the United States with a Master's degree in Mechanical Engineering and a Master's degree in Industrial Engineering. Currently serving as the Group CEO of KEMFLO, possessing rich industry knowledge and insights into the operational needs of the company, able to timely provide relevant opinions on the talents needed by the company's board of directors.

 

 

 

Operation of the Nomination Committee
Term of the current committee: From October 7, 114 to March 26, 117, as of October 7, 114, there have been 0 meetings held, and the attendance of the committee members is as follows:
Job Title Name Actual attendance frequency Number of times authorized to attend Attendance Frequency Actual attendance rate Notes
Convener 張紋祥          
Nomination Committee 詹魁元          
Nomination Committee 林于鈞          

 

 

 

04

Sustainable Development Committee

The Sustainable Development Committee aims to implement the company's sustainability goals and enhance corporate governance.
The company's Sustainable Development Committee is composed of at least three directors appointed by the board of directors according to the organizational regulations of the Sustainable Development Committee, with a majority of independent directors participating.
Job Title Name Professional qualifications and experience
Chairperson Chang Wen-Hsiang Graduated from Arizona State University in the United States with a degree in Mechanical Engineering, formerly served as Senior Vice President of Raystar Optronics, possessing extensive industry knowledge, corporate governance, and marketing experience, able to provide relevant opinions on the company's sustainable development business in a timely manner.
Sustainable Development Committee 詹魁元 Graduated with a Ph.D. in Mechanical Engineering from the University of Michigan, currently a professor in the Department of Mechanical Engineering at National Taiwan University, possessing extensive industry knowledge and able to provide relevant advice on the company's sustainable development business in a timely manner.
Sustainable Development Committee Lin Yu-Chun Graduated with a Master's degree in Mechanical Engineering and a Master's degree in Industrial Engineering from the University of Michigan, currently serving as the Group CEO of KEMFLO, possessing extensive industry knowledge and able to provide relevant suggestions for the company's sustainable development business in a timely manner.

 

 

 

Operation of the Sustainable Development Committee
Current term of the committee: October 7, 2025, to March 26, 2028. As of October 7, 2025, no meetings have been held, and the attendance of the members is as follows:
Job Title Name Actual attendance frequency Number of delegated attendance Number of times should attend Actual attendance rate Notes
Chairperson Chang Wen-Hsiang          
Sustainable Development Committee Chien Kuei-Yuan          
Sustainable Development Committee Lin Yu-Chun          

 

 

 

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