Structure of Governance

Yao I has independent Remuneration Committee and Audit Committee in compliance with related laws.

The main purpose of the operation of the Audit Committee is to supervise the following matters:
1. Fair representation of the company's financial statements.
2. Selection (dismissal), independence and performance of certified accountants.
3. Effective implementation of the company's internal control.
4. The company follows relevant laws and regulations.
5. Management and control of existing or potential risks of the company.

The function of the remuneration committee is to evaluate the remuneration policies and systems of the directors and managers of the company in a professional and objective position, and make recommendations to the board of directors for its decision-making reference.
1. Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
2. Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards.

The members of the Remuneration Committee and the Audit Committee shall be appointed by the resolution of the Board of Directors. The number of members shall not be less than three, and one of them shall be the convener. The professional qualifications and independence of the members of the committee comply with the relevant laws and regulations.

The remuneration committee and audit committee of the company are independent directors Mr. Hsiao Chen-Chi, Mr. Hsu Hsiang-Jen and Mr. Lin Yuan-Cheng. The committee is held at least twice a year. Please refer to the annual reports of the company for the details of the committee meetings.

YAO I FABRIC CO., LTD., adopted a resolution passed by the board of directors on May 9, 2023, effective as of the same date, has appointed Ms. Li-Ping Huang, the head of the Finance and IT Division, as the Director of Corporate Governance. Her primary responsibilities include:
1. Handling matters related to board meetings and shareholder meetings in accordance with the law.
2. Compiling minutes of board and shareholder meetings.
3. Assisting directors in their appointments and providing ongoing education.
4. Supplying necessary information for the execution of board business.
5. Assisting directors in complying with legal regulations.
6. Handling other matters as stipulated in the company's articles of incorporation or contracts. 
The continuous education status of the Corporate Governance Director for 2023 is as follows:
In accordance with Article 24 of the "Guidelines for the Establishment and Exercise of Powers by the Board of Directors of Listed Companies”: Listed companies are required to arrange professional development for their Corporate Governance Directors. Newly appointed Corporate Governance Directors are expected to complete 18 hours of education within one year of taking office. It is anticipated that the completion will be made by December 31, 2023, following the appointment on May 9, 2023.

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