Corporate Governance | Auden Techno Corp.

CorporateGovernance

Functional Committee

Board Of Director
Audit Committee
Remuneration Committee
Corporate Sustainable Development Committee

Board Of Director

Term: June 27, 2022 – June 26, 2025

The board’s primary responsibility is to “monitor” the company’s compliance with statutory requirements, financial transparency, and prompt disclosure of important information. Etc., to fulfill the responsibility of supervision.
The second responsibility is to guide the management team, listen to the management team regularly, evaluate the likelihood of success of the business strategy, and constantly review the progress of the strategy and timely adjustments.
The third responsibility is to maintain smooth and sound communication between the management and the Board, and to work hard to implement the direction of the Board and the operation of the business in the best interests of all investment shareholders.

The company advocates and respects the diversity policy of the board of directors. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the selection and appointment of the members of the Director Board are based on the principle of meritocracy, with diverse and complementary capabilities across industries. The company has nine directors, including four independent directors. One of them is a woman; The professional background of the board members covers the electronics, communications, finance, legal and management industry experience. They have the operational judgment, accounting and financial analysis ability, operation management ability, crisis management ability, industry knowledge, international market perspective, leadership and decision-making ability required by the company.

Job title	Name
Chairman Auoke Investment Co., Ltd. Rep. Chang, Yu-Pin Education and Experience: Nanshan High School-Dept. of Electronic Engineering Positions currently held at Auden or other companies: Auden Techno Corp. /Chairman, President and Convener of Corporate Sustainable Development Committee Auoke Investment Co., Ltd./Chairman Auhong Investment Co., Ltd./Chairman Auden intelligence carbon solution Co. Ltd./Chairman Auray Technology Corp./Chairman Auden Communications & Multimedia Techno(KunShan) Co.,Ltd./Chairman and President Auden Techno (BVI) Corporation/Director Lucky Rite International Co., Ltd./Director Auden Techno Vietnam Co., Ltd./Director Professional experience: With many years of experience in the communication industry, operation judgment ability, business management ability, international market view, leadership and decision-making ability.
Director Auoke Investment Co., Ltd. Rep. Tang, Chia-Lun Education and Experience: NSYSU/Ph.D. of Electrical Engineering ITRI Communications Research Laboratories/Manager Positions currently held at Auden or other companies: Auden Techno Corp. /Director and Vice President Auden Communications & Multimedia Techno(KunShan)Co.,Ltd./Director and Vice President Auden Techno Corp. – Wireless Communication Business Department/Vice President Professional experience: With many years of experience in the communication industry, operation judgment ability, business management ability, international market view, leadership and decision-making ability.
Director Auhong Investment Co., Ltd. Rep.Yeh, Ming-Tarng Education and Experience: NTU / Master of Mechanical Engineering Auden Techno Corp./Supervisor Positions currently held at Auden or other companies: Auden Techno Corp. /Director Auden Communications & Multimedia Techno(KunShan)Co.,Ltd./Director Auden Techno Corp.(Shanghai)/Chairman Professional experience: With many years of experience in the communication industry, operation judgment ability, business management ability, international market view, leadership and decision-making ability.
Director Auhong Investment Co., Ltd. Rep. Chang, Chih-Chuan Education and Experience: Soochow University/Master of Laws Taiwan Taipei District Court/Judge Positions currently held at Auden or other companies: Auden Techno Corp. /Director Chao-Yu International Law Firm./Managing Director Professional experience: Once held the positions of Judge of Taiwan Taipei District Court, so Mr. Chang has many years of legal professional experience, business management ability, leadership and decision-making ability.
Director Huang, Fu-Chang Education and Experience: NTU/Master of Library and Information Science NTU/ Bachelor of Laws Horng-Jou Building Materials Co.,LTD./Chairman Horng-Fu Ceramic Materials Co.,LTD./Chairman Tien-Fu Hung Ceramic Materials Co.,LTD./Chairman Auden Techno Corp./Independent Director Positions currently held at Auden or other companies: Auden Techno Corp. /Director Professional experience: With many years of business management ability, crisis management ability, international market view, leadership and decision-making ability.
Independent Director Chou, Chun-Hung Education and Experience: UTA/EMBA Altec Lansing Technologies, Inc – taiwan branch/Purchasing Assistant Manager CLEVO CO./Purchasing Director GVC Corp./Purchasing Manager Compal Electronics, Inc.- Video Purchasing Department/Deputy Director Positions currently held at Auden or other companies: Auden Techno Corp. /Independent Director, Convener of Audit Committee and Remuneration Committee and Member of Corporate Sustainable Development Committee. Professional experience: With many years of business management ability, operation judgment ability, crisis management ability, international market view, leadership and decision-making ability.
Independent Director Tsai, Yu-Ching Education and Experience: NTU/Master of Accounting YOUNGTEK ELECTRONICS CORPORATION /Supervisor TERA AUTOTECH CORPORATION/ Independent Director National Taichung University Of Science And Technology Department of Accounting Information/Instructor Chung Chou University of Science and Technology Department of Business Administration/Instructor Da Yeh University Department of Accounting Information/Instructor Corporate Synergy Development Center/Adjunct Instructor Small and Medium Enterprise Administration, Ministry of Economic Affairs/ Honor Instructor PwC/Manager of Audit Department NTU Department of Accounting/ Teaching Assistant Positions currently held at Auden or other companies: Everwell & CO., CPAs./Partnership accountan APEX DYNAMICS, INC./Independent Director and member of Remuneration Committee FORMOSA OPTICAL TECHNOLOGY CO., LTD./Independent Director and member of Remuneration Committee Auden Techno Corp./Member of Remuneration Committee AKER TECHNOLOGY CO.,LTD ./Independent Director and member of Remuneration Committee CHUAN DA TECHNOLOGY CO., LTD./Supervisor Paiho Shih Holdings Corporation/ Independent Director and member of Remuneration Committee Auden Techno Corp. /Independent Director, Member of Audit Committee and Remuneration Committee Professional experience: She has served as an independent director of a number of listed cabinet companies, and has many years of professional accounting experience, operational judgment, international market view, leadership, decision-making ability and industry contacts.
Independent Director Huang, Chih-Chen Education and Experience: Feng Chia University/Bachelor of Accountancy KPMG TWN/Manger KPMG HK/Manger DINKUM & CO., CPAS./Partnership Accountant KWANG MING SILK MILL CO., LTD./ Independent Director CHINA BIOTECH CORPORATION/Supervisor CPA ASSOCIATIONS R.O.C./Evaluator Positions currently held at Auden or other companies: Fortune & CO., CPAS /Partnership Accountant and Partner-In-Charge Everything Fits International Co., Ltd/Chairman ABILITY ENTERPRISE CO., LTD./ Independent Director and Member of Remuneration Committee Auden Techno Corp./Independent Director and Member of Remuneration Committee Starlux Airlines Co., LTD./ Independent Director and Member of Remuneration Committee JYH ENG TECHNOLOGY CO., LTD./ Director CPA ASSOCIATIONS R.O.C./Member of Accountant Audit Committee Auden Techno Corp. /Independent Director, Member of Audit Committee and Remuneration Committee Professional experience: He has served as an independent director of several listed companies. He has many years of professional accounting experience, operational judgment, international market view, leadership, decision-making ability and industry contacts.
Independent Director Chung, Char-Dir Education and Experience: University of Southern California/ Ph.D. of electrical engineering LinCom Manufacturing Co., Ltd./ Senior System Engineer NCUEE/Professor NCUGICE/ Professor and Head NCUDCE/ Professor and Head NTUSIS/ Chair Professor BOST Office/Executive Secretary Executive Yuan/ Minister Without Portfolio BOST / Member and Deputy Convener Positions currently held at Auden or other companies: NTUEE and NTUGICE/Distinguished Chair Professor NTUEE and NTUGICE/Professor TAIWAN MOBILE CO., LTD./Independent Director and the members of Audit, Remuneration, and Sustainable Development Committees IEEE/Fellow Auden Techno Corp. /Independent Director, Member of Audit Committee and Corporate Sustainable Development Committee Professional experience: He has served as an independent director of other companies, with academic industry knowledge, operational judgment, international market view, leadership, decision-making ability industry contacts.

※ In accordance with Article 10 of the Corporate Governance Best Practice Principles for TWSE Listed Companies, the Company will at least once a quarter inform the current directors, managers and employees of the information related to insider trading laws and regulations, and remind the stock trading closure period 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report.

Audit Committee

Term: June 27, 2022 – June 26, 2025

Since 2015, the Company has set up an “Audit Committee” as a substitute supervisor. The members of the committee are composed of all independent directors. The main responsibilities of the committee are to consider and review the following matters:
1. Review financial reports
2. Evaluate the effectiveness of the internal control system
3. Compliance with regulations
4. Offering or issuing securities
5. Corporate risk management
6. The certified accountant provides independent assessment of audit and non-audit nature
7. Pre-review of appointment, remuneration and services of visa accountants
8. Annual audit plan.
9. Other major matters stipulated by the Company or the competent authority

Job title	Name
Convener Chou, Chun-Hung Education and Experience: UTA/EMBA Altec Lansing Technologies, Inc – taiwan branch/Purchasing Assistant Manager CLEVO CO./Purchasing Director GVC Corp./Purchasing Manager Compal Electronics, Inc.- Video Purchasing Department/Deputy Director Positions currently held at Auden or other companies: Auden Techno Corp. /Independent Director, Convener of Audit Committee and Remuneration Committee and Member of Corporate Sustainable Development Committee. Professional experience: With many years of business management ability, operation judgment ability, crisis management ability, international market view, leadership and decision-making ability.
Member Tsai, Yu-Ching Education and Experience: NTU/Master of Accounting YOUNGTEK ELECTRONICS CORPORATION /Supervisor TERA AUTOTECH CORPORATION/ Independent Director National Taichung University Of Science And Technology Department of Accounting Information/Instructor Chung Chou University of Science and Technology Department of Business Administration/Instructor Da Yeh University Department of Accounting Information/Instructor Corporate Synergy Development Center/Adjunct Instructor Small and Medium Enterprise Administration, Ministry of Economic Affairs/ Honor Instructor PwC/Manager of Audit Department NTU Department of Accounting/ Teaching Assistant Positions currently held at Auden or other companies: Everwell & CO., CPAs./Partnership accountan APEX DYNAMICS, INC./Independent Director and member of Remuneration Committee FORMOSA OPTICAL TECHNOLOGY CO., LTD./Independent Director and member of Remuneration Committee Auden Techno Corp./Member of Remuneration Committee AKER TECHNOLOGY CO.,LTD ./Independent Director and member of Remuneration Committee CHUAN DA TECHNOLOGY CO., LTD./Supervisor Paiho Shih Holdings Corporation/ Independent Director and member of Remuneration Committee Auden Techno Corp. /Independent Director, Member of Audit Committee and Remuneration Committee Professional experience: She has served as an independent director of a number of listed cabinet companies, and has many years of professional accounting experience, operational judgment, international market view, leadership, decision-making ability and industry contacts.
Member Huang, Chih-Chen Education and Experience: Feng Chia University/Bachelor of Accountancy KPMG TWN/Manger KPMG HK/Manger DINKUM & CO., CPAS./Partnership Accountant KWANG MING SILK MILL CO., LTD./ Independent Director CHINA BIOTECH CORPORATION/Supervisor CPA ASSOCIATIONS R.O.C./Evaluator Positions currently held at Auden or other companies: Fortune & CO., CPAS /Partnership Accountant and Partner-In-Charge Everything Fits International Co., Ltd/Chairman ABILITY ENTERPRISE CO., LTD./ Independent Director and Member of Remuneration Committee Auden Techno Corp./Independent Director and Member of Remuneration Committee Starlux Airlines Co., LTD./ Independent Director and Member of Remuneration Committee JYH ENG TECHNOLOGY CO., LTD./ Director CPA ASSOCIATIONS R.O.C./Member of Accountant Audit Committee Auden Techno Corp. /Independent Director, Member of Audit Committee and Remuneration Committee Professional experience: He has served as an independent director of several listed companies. He has many years of professional accounting experience, operational judgment, international market view, leadership, decision-making ability and industry contacts.
Member Chung, Char-Dir Education and Experience: University of Southern California/ Ph.D. of electrical engineering LinCom Manufacturing Co., Ltd./ Senior System Engineer NCUEE/Professor NCUGICE/ Professor and Head NCUDCE/ Professor and Head NTUSIS/ Chair Professor BOST Office/Executive Secretary Executive Yuan/ Minister Without Portfolio BOST / Member and Deputy Convener Positions currently held at Auden or other companies: NTUEE and NTUGICE/Distinguished Chair Professor NTUEE and NTUGICE/Professor TAIWAN MOBILE CO., LTD./Independent Director and the members of Audit, Remuneration, and Sustainable Development Committees IEEE/Fellow Auden Techno Corp. /Independent Director, Member of Audit Committee and Corporate Sustainable Development Committee Professional experience: He has served as an independent director of other companies, with academic industry knowledge, operational judgment, international market view, leadership, decision-making ability industry contacts.

Remuneration Committee

Term: June 27, 2022 – June 26, 2025

The Company has set up a “Remuneration Committee” since the year 2011. The members of the committee are composed of three independent directors. The main responsibilities of the committee are as follows:
1. Regularly review the “Remuneration Committee Charter” and put forward suggestions for amendments.
2. Formulate and regularly review the policies, systems, standards and structures for performance evaluation of directors and managers, annual and long-term performance targets and compensation.
3. Regularly evaluate and determine the performance targets of directors and managers to determine compensation.

Job title	Name
Convener Chou, Chun-Hung Education and Experience: UTA/EMBA Altec Lansing Technologies, Inc – taiwan branch/Purchasing Assistant Manager CLEVO CO./Purchasing Director GVC Corp./Purchasing Manager Compal Electronics, Inc.- Video Purchasing Department/Deputy Director Positions currently held at Auden or other companies: Auden Techno Corp. /Independent Director, Convener of Audit Committee and Remuneration Committee and Member of Corporate Sustainable Development Committee. Professional experience: With many years of business management ability, operation judgment ability, crisis management ability, international market view, leadership and decision-making ability.
Member Tsai, Yu-Ching Education and Experience: NTU/Master of Accounting YOUNGTEK ELECTRONICS CORPORATION /Supervisor TERA AUTOTECH CORPORATION/ Independent Director National Taichung University Of Science And Technology Department of Accounting Information/Instructor Chung Chou University of Science and Technology Department of Business Administration/Instructor Da Yeh University Department of Accounting Information/Instructor Corporate Synergy Development Center/Adjunct Instructor Small and Medium Enterprise Administration, Ministry of Economic Affairs/ Honor Instructor PwC/Manager of Audit Department NTU Department of Accounting/ Teaching Assistant Positions currently held at Auden or other companies: Everwell & CO., CPAs./Partnership accountan APEX DYNAMICS, INC./Independent Director and member of Remuneration Committee FORMOSA OPTICAL TECHNOLOGY CO., LTD./Independent Director and member of Remuneration Committee Auden Techno Corp./Member of Remuneration Committee AKER TECHNOLOGY CO.,LTD ./Independent Director and member of Remuneration Committee CHUAN DA TECHNOLOGY CO., LTD./Supervisor Paiho Shih Holdings Corporation/ Independent Director and member of Remuneration Committee Auden Techno Corp. /Independent Director, Member of Audit Committee and Remuneration Committee Professional experience: She has served as an independent director of a number of listed cabinet companies, and has many years of professional accounting experience, operational judgment, international market view, leadership, decision-making ability and industry contacts.
Member Huang, Chih-Chen Education and Experience: Feng Chia University/Bachelor of Accountancy KPMG TWN/Manger KPMG HK/Manger DINKUM & CO., CPAS./Partnership Accountant KWANG MING SILK MILL CO., LTD./ Independent Director CHINA BIOTECH CORPORATION/Supervisor CPA ASSOCIATIONS R.O.C./Evaluator Positions currently held at Auden or other companies: Fortune & CO., CPAS /Partnership Accountant and Partner-In-Charge Everything Fits International Co., Ltd/Chairman ABILITY ENTERPRISE CO., LTD./ Independent Director and Member of Remuneration Committee Auden Techno Corp./Independent Director and Member of Remuneration Committee Starlux Airlines Co., LTD./ Independent Director and Member of Remuneration Committee JYH ENG TECHNOLOGY CO., LTD./ Director CPA ASSOCIATIONS R.O.C./Member of Accountant Audit Committee Auden Techno Corp. /Independent Director, Member of Audit Committee and Remuneration Committee Professional experience: He has served as an independent director of several listed companies. He has many years of professional accounting experience, operational judgment, international market view, leadership, decision-making ability and industry contacts.

Corporate Sustainable Development Committee

Term: August 8, 2023 – June 26, 2025

Since 2023, the Company has set up a “Corporate Sustainable Development Committee”, which consists of two independent directors and a total of five members. The main responsibilities of the committee are as follows:
1. Regularly review the “Corporate Sustainable Development Committee Charter” and propose amendments.
2. Formulate and regularly review the company’s corporate governance functions related to sustainable operations, ESG development direction and corporate social responsibility.
3. strengthen the disclosure of corporate social responsibility information.

Job title	Name
Convener Chang, Yu-Pin Education and Experience: Nanshan High School-Dept. of Electronic Engineering Positions currently held at Auden or other companies: Auden Techno Corp. /Chairman, President and Convener of Corporate Sustainable Development Committee Auoke Investment Co., Ltd./Chairman Auhong Investment Co., Ltd./Chairman Auden intelligence carbon solution Co. Ltd./Chairman Auray Technology Corp./Chairman Auden Communications & Multimedia Techno(KunShan) Co.,Ltd./Chairman and President Auden Techno (BVI) Corporation/Director Lucky Rite International Co., Ltd./Director Auden Techno Vietnam Co., Ltd./Director Professional experience: With many years of experience in the communication industry, operation judgment ability, business management ability, international market view, leadership and decision-making ability.
Member Chou, Chun-Hung Education and Experience: UTA/EMBA Altec Lansing Technologies, Inc – taiwan branch/Purchasing Assistant Manager CLEVO CO./Purchasing Director GVC Corp./Purchasing Manager Compal Electronics, Inc.- Video Purchasing Department/Deputy Director Positions currently held at Auden or other companies: Auden Techno Corp. /Independent Director, Convener of Audit Committee and Remuneration Committee and Member of Corporate Sustainable Development Committee. Professional experience: With many years of business management ability, operation judgment ability, crisis management ability, international market view, leadership and decision-making ability.
Member Chung, Char-Dir Education and Experience: University of Southern California/ Ph.D. of electrical engineering LinCom Manufacturing Co., Ltd./ Senior System Engineer NCUEE/Professor NCUGICE/ Professor and Head NCUDCE/ Professor and Head NTUSIS/ Chair Professor BOST Office/Executive Secretary Executive Yuan/ Minister Without Portfolio BOST / Member and Deputy Convener Positions currently held at Auden or other companies: NTUEE and NTUGICE/Distinguished Chair Professor NTUEE and NTUGICE/Professor TAIWAN MOBILE CO., LTD./Independent Director and the members of Audit, Remuneration, and Sustainable Development Committees IEEE/Fellow Auden Techno Corp. /Independent Director, Member of Audit Committee and Corporate Sustainable Development Committee Professional experience: He has served as an independent director of other companies, with academic industry knowledge, operational judgment, international market view, leadership, decision-making ability industry contacts.
Member Lu, Li-Ping Education and Experience: UFontbonne University MBA Enterprise Sustainability Manager Certification Positions currently held at Auden or other companies: Auden Techno Corp. /Special assistance to general manager and Member of Corporate Sustainable Development Committee. Volunteer Assessor of TAISE
Member Wen, Wen-Sheng Education and Experience: Chinese Culture University/Department of Accounting KPMG/Manager Positions currently held at Auden or other companies: Auden Communications & Multimedia Techno(KunShan)Co.,Ltd./Supervisor Auden Techno Corp.(Shanghai)/Supervisor Auden Techno Corp. / Vice President of Finance and Accounts Department Corporate Governance Officer Auden Techno Corp. / Corporate Governance Officer and Member of Corporate Sustainable Development Committee.