Audit Committee

To enhance the oversight responsibility of the Board of Directors and strengthen the corporate governance mechanism, the company established an Audit Committee on December 8, 2022. The committee is comprised of all independent directors, totaling three members, with one of them holding a certified public accountant license and serving as the Chairman and Convener.

The qualifications and experience of the committee members are as follows:

Name \ Criteria Professional qualifications and experience
Independent Director
Hui-Chin Chiu
- CEO/CSO of JU TENG International Holdings Limited, former CEO of Lite-On Technology Co., Ltd.
- Familiar with business operations, management, and business expertise.
Independent Director
Chung-Yuan Hsu
- Current adjunct professor of Accounting at NCCU.
- Co-founder of Taiwan Union & Co., Ph.D. of the University of Memphis; Proficient in finance, accounting, and corporate management.
Independent Director
Ming-Wei Lai
- Current Director of Finance of Lingsen Precision Industries, graduated from the Accounting Department of NCCU.
- Proficient in finance, accounting, and corporate management.

Main Authority of Audit Committee:

  1. Establishment, revision, or effective assessment of the internal control system.
  2. Formulation or revision of procedures for acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees for significant financial transactions.
  3. Matters involving conflicts of interest of directors themselves.
  4. Significant asset or derivative transactions.
  5. Significant lending of funds, endorsements, or guarantees.
  6. Fundraising or issuance of securities.
  7. Appointment, dismissal, or remuneration of certifying accountants.
  8. Appointment or removal of financial, accounting, or internal audit executives.
  9. Audit of annual financial reports.
  10. Audit of business reports and the distribution of profits or the allocation of losses.

The Audit Committee was formed on Dec. 8th, 2022. The Audit Committee convened a total of 6 meetings from 2022 to 2023.May 15th. The attendance of the independent directors is as follows:

Position Name Attended Entrust
Should attend Attendance Rate Remark
Convenor Chung-Yuan Hsu 6 0 6 100% Newly-elected on
Dec. 8th, 2022
Committee Huei-Chin Chiu 6 0 6 100% Newly-elected on
Dec. 8th, 2022
Committee Ming-Wei Lai 6 0 6 100% Newly-elected on
Dec. 8th, 2022

Remuneration Committee

The Compensation Committee of the company, appointed by the Board of Directors, shall consist of no less than three members, with the majority of its members being independent directors.

Main Authority of Remuneration Committee:

  1. Periodically review and propose revisions to this regulation.
  2. Establish and periodically review the performance evaluation criteria for directors, supervisors, and executives of VSO, as well as annual and long-term performance objectives, and the policies, systems, standards, and structures of compensation. Furthermore, disclose the contents of the performance evaluation criteria in the annual report.
  3. Periodically assess the achievement of performance objectives for VSO's directors, supervisors, and executives, and, based on the evaluation results obtained according to the performance evaluation criteria, determine the content and amount of their individual compensation and disclose it in accordance with the "Regulations Governing the Preparation of Annual Reports of Public Companies" (referred to as the "Annual Report Regulations") and in the shareholder meeting report.
Remuneration Committee Governance Practice

The Audit Committee was formed on Sep. 6th, 2022. The Audit Committee convened a total of 5 meetings from 2022 to 2023.May 15th. The attendance of the remuneration committee is as follows:

Position Name Attended Entrust
Attendance Rate Remark
Convenor Huei-Chin Chiu 5 0 100%
Committee Chung-Yuan Hsu 5 0 100%
Committee Ming-Wei Lai 5 0 100%

Enterprise Sustainable Development Committee

In the first quarter of 2023, VSO has progressively established sustainable development guidelines and organizational regulations for the sustainable development committee, as approved by the Board of Directors. Furthermore, a sustainable development committee has been established, consisting of the chairman of the Board, the CEO, the general manager, and three independent directors. This committee is responsible for formulating sustainable development policies, strategies, and objectives, and is required to regularly or as needed report on the implementation status to the Board of Directors.

The responsibilities of the Sustainable Development Committee are as follows:

  1. Formulating the company's sustainable development policies, including the establishment of objectives, strategies, and action plans for sustainable development, encompassing sustainable environmental practices, social responsibility, corporate governance, and ethical business conduct.
  2. Overseeing the execution of decisions made by the committee through various functional execution teams.
  3. Each functional execution team is led by a team leader who is responsible for annually reporting their execution plans and outcomes to the committee. The Chairman of the Committee appoints members to compile data from various functional execution teams and submit it to the Board of Directors.