Board and Functional Committees

FocalTech believes that the key factor for an enterprise to operate in a sustainable manner is to maintain a sound governance system by its board of directors. Therefore, FocalTech is committed to building a sound and effective corporate governance framework, continuously improving the quality of corporate governance, and practicing the spirit of corporate governance, in order to ensure that the management team and colleagues in each unit comply with laws and regulations and ethical standards. All of these measures enable the Company to strengthen its overall operations, protect the rights and interests of stakeholders, and fulfill its corporate social responsibility..

Committee members

 

Name

Audit Committee

Compensation Committee

Chan Jane Lin (Independent Board)

Chairman

Member

Chintay Shih (Independent Board)

Member

Chairman

Hsing Chien Tuan (Independent Board)

Member

 

Jim Lai (Independent Board)

Member

Member

Audit Committee

 

The Audit Committee is established to assist the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the company’s accounting, auditing, financial reporting processes, and internal controls. Its primary supervisory functions include:

  • Appropriate presentation of the company's financial statements
  • Selection (dismissal) of visa accountants and their independence and performance
  • Effective implementation of the company's internal control
  • The company complies with relevant laws and regulations
  • Control of existing or potential risks of the company

The Company's Audit Committee is composed of all independent directors and meets at least once a quarter.
Accountants shall explain or provide consultation to independent directors at least quarterly in the Audit Committee on the impact of audit status, public statement revisions, internal control and other issues on the company.
In addition to regularly sending audit reports to independent directors for review, the audit unit shall also report to the Audit Committee and independent directors at least quarterly.
In addition to the above-mentioned regular reports at the meetings, the accountants and audit supervisors will communicate and discuss with the independent directors separately after the management team and attendees leave the meetings.
After all reports were completed and the attendees left, the Audit Committee confirmed and approved the proposals one by one.

 

 

Communication between independent directors and internal audit supervisor

Meeting Date

Communication Matters

Place

2024/02/23

  1. Audit Deficiency Report for the fourth quarter of 2023
  2. Internal Control Statement Report for 2023
 Agree no opinion

2024/05/10

  1. Audit Deficiency Report for the first quarter of 2024
  2. Changes in the head of internal audit
 Agree no opinion

2024/08/09

  1. Second Quarter 2024 Audit Deficiency Report
 Agree no opinion

2024/11/13

 
  1. Audit Deficiency Report for the third quarter of 2024
  2. Audit plan for 2025
 Agree no opinion

 

Communication between independent directors and accountants

 

Meeting Date

Communication Matters

Place

2024/02/23

Significant risks and key review issues

 Agree no opinion

2024/05/10

Financial report related issues

 Agree no opinion

2024/08/09

Financial report related issues

 Agree no opinion

2024/11/13

Discuss key audit issues

 Agree no opinion

 

 

Compensation Committee

 

The Compensation Committee operates in a professional and objective capacity to evaluate the company's policies and systems regarding the compensation of directors and managers. It provides recommendations to the Board of Directors as a reference for decision-making. In 2024, the Compensation Committee of the company was composed of three independent directors.

 

Responsibilities of the Compensation Committee: 

  • Regularly review the company's compensation policies and propose amendments.
  • Establish and periodically review the performance and compensation policies, systems, standards, and structures for the company's directors and managers.
  • Periodically assess the compensation of the company's directors and managers.

 

Meeting Date

Communication Matters

Recommendations

 Attendance

2024/02/23

  1. Proposal for Distribution of Employee Compensation and Director Remuneration for the Year 2023.
  2. Conditions and List for the Issuance of Restricted Employee Stock.
  Agree no opinion
  • Chin-tay Shih
  • Chan-jane Lin
  • Jim Lai
 2024/04/17  
  1. Evaluation of Managerial Compensation for the Year 2023.

  2. Compensation System for Managers for the Year 2024.

  Agree no opinion
  • Chin-tay Shih
  • Chan-jane Lin
  • Jim Lai