Audit Committee Charter

(1) The Audit Committee is comprised of four members.

(2) AES established the Audit Committee following the Board meeting held on March 20, 2020, as required by laws. The Committee is comprised of three independent directors. The members' term is from May 30, 2023 to May 29, 2023. In total 6 (A) Audit Committee meetings were held in the most recent year and the current year up until the date of the publication of this annual report. The attendance record is listed below:  

 
Title Name Attendance
in Person		 Attendance 
by Proxy
Time 		 Attendance
Rate(%)		 Remarks
Independent Director Hsueh, Pin-Pin; 2 - 100% Elected on May 30, 2023
Independent Director Yang, Cheng-Hsien 2 - 100% Elected on March 30, 2023
Independent Director Chuang,Shih-Chang 2 - 100% Elected on May 30, 2023
Independent Director Kao,Chih-Ting 2 - 100% Elected on May 30, 2023

The powers of the Committee are as follows:

  • Fair presentation of the financial reports of this Corporation.
  • The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
  • The effective implementation of the internal control system of this Corporation.
  • Compliance with relevant laws and regulations by this Corporation.
  • Management of the existing or potential risks of this Corporation.

 

 

Remuneration Committee

(1) AES's Remuneration Committee is comprised of three members.

(2) The term of current members: March 20, 2020 to March 19, 2023. In total 3 (A) Remuneration Committee meetings were held in the most recent year and the current year up until the date of the publication of this annual report. The attendance record is listed below:
 

Title Name Attendance in
Person		 Attendance by
Proxy Time 		 Attendance
Rate(%)		 Remarks
Convener Hsueh, Pin-Pin   1 0 100% -
Independent
Director		 Yang, Cheng-Hsien 1 0 100% -
Independent
Director		 Kao,Chih-Ting 1 0 100% -

The powers of the Committee are as follows:

The remuneration committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the board of directors.

  • Fair presentation of the financial reports of this Corporation.
  • Periodically evaluate and prescribe the remuneration of directors, supervisors, and managerial officers.

 

 

Board of Directors

Title Nationality/
Place of
Registration		 Name Major (Academic
Degree) Experience		 Other Position
Concurrently Held
at the Company
and Other
Companies
Chairman R.O.C. Sung, Fu-Hsiang Divisional Head, Kingston Technology Corporation
Divisional Head, AST Research, Inc.
Manager , Anpei Enterprise Co., Ltd.
Bachelor degree in Industrial Engineering, National Taipei University of Technology		 Chairman and General Manager, Simplo Technology Co., Ltd.
Chairman, Simplo Technology (Suzhou) Inc.
Chairman, Simplo Technology (Chang Shu) Inc.
Chairman, Simplo Technology (Chongqing) Inc.
Chairman, Huapu Technology (Changshu) Inc.
Director SAMOA Trend Power Technology Holdings (Samoa) Co., Ltd -- --
R.O.C. Representative: Sung,Wei-Jer Executive Assistant to the Chairman, Simplo Technology Co., Ltd.
Manager, Administrative Department, United Microelectronics Corporation
Post Doctoral Researcher, Lucent Bell Lab
R&D Engineer, Advanced Epitaxy Technology Inc.
PhD degree, Department of Electrophysics, National Chiao Tung University
Master degree, Department of Electrophysics, National Chiao Tung University		 General Manager, the Company Chairman Chairman, Trend Power Technology (Changshu) Inc.
Chairman and General Manager, Trend Energy Technology Co., Ltd.
Director, Trend Power Technology(USA)CO., Limited
Managerial of Trend Power Technology Private Limited Taiwan Branch (Singapore)
Director R.O.C. Cheng, Duen-Chian President, UMC Capital Corporation
Managing Director,ian-He Management Consulting Inc.
Executive Director and President of Morgan Stanley Asia Limited
Executive Director, Goldman Sachs Asia L.L.C.
MBA, Columbia University
Bachelor degree in Business Administration, National Taiwan University		 Chairman, TGVest Capital Inc.
Chairman, TriKnight Capital Corporation
Chairman, LuxNet Corp.
Independent Director, EDOM Technology Co., Ltd.
Independent Director, Ta Ya Electric Wire & Cable Co., Ltd.
Independent Director, Asia Polymer Corporation
Director, FuSheng Precision Co., Ltd.
Independent Director, Elite Material Co., Ltd.
Director, Appier Holdings Inc
Director R.O.C. Hsueh, Pin-Pin Independent Director, Simplo Technology Co., Ltd.
General Manager, China Leader Management (BVI) Inc.
MS, Finance Dept., Tamkang University		 Independent Director, Member of Audit Committee and Remuneration Committee, ASEC International Corporation
Independent Director R.O.C. Yang, Cheng-Hsien Partner, Jen-Song United Law Firm Lecturer
Lecturer, College of Finance and Banking, National Kaohsiung University of Science and Technology
Legal Consultant, Pacific Liu Tong Investment Co., Ltd
Master of Law, Department of Law and Finance, Goethe University Frankfurt JD		 Supervisor, Far Eastern Big City Shopping Malls Co., Ltd.
Director, Pacific China Holdings (HK) Ltd
Director, Pacific China Holdings (BVI) Ltd
Director, Chongqing Pacific Consultant & Management Co., Ltd.
Director, Shanghai Pacific Department Stores Co., Ltd
Legal Consultant, Pacific Liu Tong Investment Co., Ltd
Deputy General Manager, Pacific SOGO Department Stores Co., Ltd.
Independent Director R.O.C. Chuang,Shih-Chang General Manager of Business Unit of Delta Electronics, Inc.
Director of Business Division of Fortune Electric Co., Ltd.
Instructor of Department of Mechanical Engineering, Feng Chia University
Ph.D. in Mechanical Engineering, Georgia Institute of Technology, US
Master of Science in Computer Science, Georgia Institute of Technology, USA		 Director, Atech OEM Inc.
Independent Director R.O.C. Kao,Chih-Ting Vice President, WK Associates LTD
CHUNG-CHIA Venture Capital Co., Ltd.
M.A., Institute of Applied Mechanics, National Taiwan University
EMBA, National Taiwan University		 Director, AZ Venture LTD

Board diversity and independence

AES advocates and respects the policy of diversity of directors. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, AES believes that diversity policy can improve the overall performance of the company. Board members are selected on a meritocracy basis and have diverse and complementary capabilities across industries, including basic components (e.g. Age, sex, nationality, etc.), and have industry experience and relevant skills respectively (e.g. Aviation, shipping, hotel, accounting, legal protection, information technology and public welfare, etc.), and business judgment, operation management, leadership decision-making and crisis management. In order to strengthen the functions of the board of directors and achieve the ideal goal of corporate governance, article 20 of the Corporate Governance Code of AES states that the board of directors shall possess the following capabilities as a whole: 1. Business judgment; 2. Accounting and financial analysis; 3. Crisis management ability 4. Crisis management capability 5. Industrial knowledge 6. International market view 7. Decision-making ability 8. Decision-making ability

Core of Diversification

Name of Directors Basic Composition Industry Experience Professional Ability
Nationality Gender Having
Employee’s
Status		 Age Term
seniority
of
independent
directors		 Battery 
module
industry		 Operation
and
decision-
making
management
ability		 Marketing
and
business
promotion		 Financial
Management		 Lawyer Accountant
41-50
years old		 51-60
years old		 61-70
years old		 71-80
years old		 Less than 3
years
Sung,Fu-Hsiang R.O.C Male V 　 　 　 V 　 V V V V 　 　
Trend Power Technology
Holdings (Samoa) Co., Ltd
Representative:
Sung,Wei-Jer		 R.O.C Male V V 　 　 　 　 V V V V 　 　
Cheng, Duen-Chian R.O.C Male 　 　 V 　 　 　 　 V 　 V 　 　
Hsueh, Pin-Pin R.O.C Female 　   V 　 　 V V V V V   　
Yang, Cheng-Hsien R.O.C Male 　 　 V 　 　 V 　 V 　 V V 　
Chuang,Shih-Chang R.O.C Male 　 　 　 V 　 V V V V V 　  
Kao,Chih-Ting R.O.C Male 　 V 　 　 　 V 　 V V V 　 　

The evaluation of the Board of Directors

Interval

Period

Scope

Method

Content

Once a year

January 1 to December 31, 2022

All Board of Directors

Internal self-evaluation

Including participation in the operation of the Company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, and internal control.

Once a year

January 1 to December 31, 2022

Individual Board members

Self-evaluation of the directors

Including alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education, and internal control.

Once a year

 January 1 to December 31, 2022

All functional committees

Self-evaluation of the directors

Including participation in the operation of the Company, awareness of the duties of the functional committees, the quality of the functional committees' decision making, composition and election of the functional committees, and internal control.

Insider trading prohibition regulations/enforcement conditions

AES has formulated the "Management Measures to Prevent Insider Trading" and the "Corporate Governance Code of Practice" in Investors\Corporate Governance\Major Internal Procedures. Article 10 of the "Corporate Governance Code of Practice" stipulates that insider trading and closed periods are prohibited (directors shall not state in the annual financial report 30 days before the announcement, and trading its stocks during the closed period 15 days before the announcement of the quarterly financial report), and publicize important provisions and regulations and the latest orders and announcements from the competent authorities in the monthly email notification of changes in insider shareholdings.