Board and Functional Committees

Maintaining a sound corporate governance system is a key factor for the sustainable operation of a company. To this end, Duntai Electronics is committed to building a robust and effective corporate governance structure, continuously improving the quality of corporate governance, practicing the spirit of corporate governance, and ensuring that management and employees at all levels comply with laws and regulations and adhere to ethical standards. This strengthens the overall operation of the company, protects the rights and interests of all stakeholders, and fulfills its corporate social responsibility. The company has newly established a Sustainability Development Committee to oversee the Sustainability Development Team, which is dedicated to corporate governance and sustainability promotion, and handles related matters in accordance with the law.

Committee members

 

Name 

Audit Committee

Compensation and Nomination Committee

Sustainability Development Committee

Genda Hu (Chairman of the Board) 

 

 

Chairman

Chan Jane Lin (Independent Board) 

Chairman

      Member  
Lung-Chin Tu (Independent Board) 

Member

Chairman

 

Hsing Chien Tuan (Independent Board) 

Member

 

       Member

Jim Lai (Independent Board) 

Member

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.

The actual attendance rate of the four Audit Committee members in 2025 was 100%.  

 

Communication between independent directors and internal audit supervisor

Meeting Date

Communication Matters

Recommendation

2025/02/21 Audit Committee

     1.Audit Deficiency Report for the fourth quarter of 2024

     2.Internal Control Statement Report for 2024

 Agree no opinion

2025/05/09 Audit Committee

     Internal Audit Report for the First Quarter of 2025

 Agree no opinion

2025/08/08 Audit Committee

     Internal Audit Report for the Second Quarter of 2025  Agree no opinion

2025/11/07 Audit Committee

     1.Audit Deficiency Report for the third quarter of 2025

     2.Audit plan for 2026

 Agree no opinion

Communication between independent directors and accountants

 

Meeting Date

Communication Matters

Recommendation

2025/02/21 

Audit Committee

Discussion of Key Audit Matters

 Agree no opinion

2025/05/09 

Audit Committee

Regulatory Updates and Financial Reporting Matters

 Agree no opinion

2025/08/08 

Audit Committee

Introduction to IFRS 18 and Financial Reporting Matters

 Agree no opinion

2025/11/07 

Audit Committee

Discussion of Key Audit Matters

 Agree no opinion

 

Compensation and Nomination Committee

The function of the Compensation Committee is to evaluate the compensation policies and systems of the Company's directors and managers in a professional and objective manner, and to make recommendations to the Board of Directors for their decision-making. The current term of the Committee is from May 30, 2023 to May 29, 2026, and the Committee consists of three independent directors.

 

On May 26, 2026, in conjunction with the expiration of directors' terms and in accordance with corporate governance requirements, the original Compensation Committee was renamed the Compensation and Nomination Committee, and the Board of Directors resolved to appoint a new committee; the term of the new committee is from May 26, 2026 to May 25, 2029, and subsequent revisions to the relevant organizational procedures will be carried out in accordance with regulations.

 

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.
  • The actual attendance rate of the three Compensation Committee members in 2025 was 100%.

 

Meeting Date

Communication Matters

Recommendations

 Attendance Rate

2025/02/21

Compensation Committee

     1.2024 Proposal for Distribution of Employee Compensation and

        Director Remuneration.

     2.Conditions and List for the Issuance of Restricted Employee Shares.

     3.Procedures, Conditions, and List for Employees’ Subscription of

        Treasury Shares.

  Agree no opinion 100%

 2025/04/18

Compensation Committee

     1.Evaluation of Managerial Compensation for the Year 2024.

     2.Compensation System for Managers for the Year 2025.

  Agree no opinion 100%

 

Sustainability Development Committee

 

The Company established the Sustainability Development Committee under the Board of Directors on November 7, 2025. In accordance with the FocalTech Systems Co., Ltd. Sustainability Development Committee Charter, the Committee shall convene at least once a year to report to the Board on the execution results of the current year and the implementation plan for the following year.

The Committee consists of three members, including one Director and two Independent Directors. Its main responsibilities include:

 

  • Participating in the formulation and review of the Company’s sustainability policies, strategies, and management guidelines.

  • Overseeing sustainability-related matters and implementation plans, including the Company’s sustainability report and greenhouse gas inventory.

  • Monitoring, reviewing, and revising the Company’s sustainability performance and execution status.

  • Handling other matters delegated by the Board of Directors.

 

The current Committee’s term is November 7, 2025 to May 29, 2026. The Committee was newly established in 2025 and will convene meetings in 2026. The professional qualifications, experience, and operational status of the Committee members are as follows:  

 

Title

Name

Sustainability Expertise and Competencies

Attendance Rate

Chairperson and Convener (Chairman)

Genda Hu

1. Expertise in Sustainability Strategy and Governance.

2. Capabilities in Corporate Operations and Risk Management.

3. Knowledge of Industry Sustainability Development and Trend and Management. 

 100%
Committee Member (Independent Director) Hsing-Chien Tuan 

1. Environmental Sustainability (Energy Conservation, Carbon Reduction, and 

    Climate Risk).

2. Expertise in CSR, Labor, and Human Rights Issues.

3. Competence in Sustainability Performance Indicators and Assurance. 

  100%
Committee Member (Independent Director) Jim Lai

1. Expertise in Corporate Governance and Regulatory Compliance.

2. Oversight of Sustainability Risks and Internal Control Systems.

3. Knowledge of ESG Disclosure and Sustainability Reporting. 

  100%