Board of Directors
The Board of Directors are elected by stakeholders and aims to monitor the management of the Company to ensure the long-term benefits of the stakeholders. Additionally, it is committed to taking care of various related parties including employees, customers, suppliers, government, and the general public.
The board of directors of HTC has a total of 8 directors, of which 4 are independent directors. The company attaches great importance to gender equality on the board of directors and currently has one female director. A diverse range of qualifications, including educational background, gender, professional expertise, and work experience of each director are included in the selection criteria to strengthen the diversity and professionalism of the board of directors. The board's responsibilities include setting and monitoring management goals and long-term business strategy. They are also responsible for maintaining an internal financial and accounting inspection system, assessing operating risks, and proposing strategies for the reduction of such risks. The "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" legally stipulate the Strict Mechanisms for Avoiding Conflicts of Interest to ensure the compliance of the board's operations.
Independent Directors
HTC believes that good corporate governance is critical if a business is to gain the long-term funding that underlies further investment and growth. We recognize that to achieve good corporate governance, it is necessary to widen the scope of independent viewpoints in order to win the trust of the public and the shareholders. According to the "Key Points of Matters to be Followed in the Establishment and Exercise of the Board of Directors of Listed Companies of Taiwan Stock Exchange Corporation", an additional independent director was elected at the 2023 regular meeting of shareholders, and the company have a total of eight directors (including four independent directors). The term of the new independent directors is the same as that of the 10th term of directors of the company (including independent directors), starting from the date of election and ending on June 16, 2014, to strengthen the independence and functions of the directors, and improve the general performance of the Board of Directors.
Compensation Committee
The Board of Directors at HTC has established a Compensation Committee comprised of three independent members, including two independent directors and one external independent expert, appointed by the Board. The committee is responsible for setting performance standards for HTC's directors, supervisors, and senior executives. It also assesses the achievement of performance targets, evaluates the remuneration policy and system, and ultimately provides recommendations to the Board of Directors. The Compensation Committee held a total of 2 regular meetings in 2023, and the average attendance rate of members was 100%.
Audit Committee
HTC established the "Audit Committee" to replace the Supervisors, which is composed of all independent directors. The Audit Committee assists the Board of Directors in fulfilling the quality and integrity requirement while carrying out the company's supervision work in accounting, auditing, financial reporting process and financial control. The Audit Committee has the right to conduct any appropriate audits and investigations, and has direct communication channels with the company's internal auditors and independent accountants. The Audit Committee convenes a meeting at least once a quarter. The audit supervisor and accountants should report on audit and financial statement review results, and report important discussions and resolutions to the Board of Directors. The Audit Committee held a total of 4 meetings in 2023, with an average attendance rate of 87.5%.
