Delpha Construction established an Audit Committee on May 31, 2017. It consists of all three independent directors, and term of office is the same as that of the current directors and are subject to re-election. The Audit Committee holds at least one meeting every quarter. In order to perform its duties, it has the right to conduct any appropriate audits and investigations in accordance with its organizational rules, and has direct communication channels with internal audit supervisors, certified accountants. The audit committee aims to assist the Board of Directors in supervising the quality and integrity of Delpha Construction’s implementation of accounting, auditing, financial reporting processes and financial control. The Audit Committee’s considerations include: financial statements, internal control systems, major assets or derivatives commodity transactions, major asset transactions, related party transactions, raising or issuing securities, assessing the independence of certified public accountants, and appointing and dismissing financial, accounting or internal audit supervisors, among others.
The members of Audit Committee
The current term is from June 28, 2023 to June 27, 2026. Independent Director Chen Shih-Yang serves as the Committee convenor. The professional qualifications and experience of the three committee members are summarized below：
| Title | Name | Background |
| Independent Director (Convener) | Chen, Shih-Yang | Independent Director Chen, Shih-Yang possesses over five years of work experience required for business, legal, financial, accounting, or company operations, and holds a Certified Public Accountant (CPA) qualification. He currently serves as a practicing Certified Public Accountant at Chungsun Prime Certified Public Accountants and responsible person of Taipei Branch. He also serves as the Chair of the Tax and Taxation Committee of the National Federation of CPAs Associations of the Republic of China (Taiwan). He is not subject to any of the circumstances specified in Article 30 of the Company Act. |
| Independent Director | Yeh, Chien-Wei | Independent Director Yeh, Chien-Wei possesses over five years of work experience required for business, legal, financial, accounting, or company operations, and holds a lawyer qualification. He currently serves as the Attorney of Galaxy Attorneys-at-Law. He is not subject to any of the circumstances specified in Article 30 of the Company Act. |
| Independent Director | Yu, Hung-Da | Independent Director Yu, Hung-Da possesses over five years of work experience required for business, legal, financial, accounting, or company operations. He currently serves as the Chairperson of Hefa International Investment Co., Ltd. and Kai Cheng Engineering Co., Ltd. He is not subject to any of the circumstances specified in Article 30 of the Company Act. |
The operations of the Audit Committee
A total of 10 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows: The current Board of Directors (term of office from June 28nd, 2023 to June 27rd, 2026) convened 10 meetings of the Audit Committee (A). The attendance of Directors was as follows：
| Title | Name | Attendance in Person(B) | Attendance by Proxy | Attendance ratio(%)(B/A)(Note) | Remarks |
| Independent director | Chen Shih-Yang | 10 | 0 | 100 | - |
| Independent director | Yeh, Chien-Wei | 10 | 0 | 100 | - |
| Independent director | Yu, Hung-Da | 10 | 0 | 100 | - |
Summary of key work items of the year：
The Audit Committee assists the Board of Directors in its supervisory duties its responsibilities for tasks specified in the Company Act, Securities and Exchange Act, and other related regulations. The Company established the Audit Committee on May 31, 2017. It consists of all three Independent Directors. Committee meetings are convened at least once each quarter, and a total of 10 meetings were convened in 2022. The Committee reviewed the following items:
- Review of financial statements
- Evaluate the effectiveness of the internal control system
- Major asset transactions
- Private placement or issuance of securities
- Related-party transaction
- Assessment of independence of the CPAs
Delpha Construction set up the Remuneration Committee in December, 2011. And the Committee shall faithfully perform the following duties and powers with the care of a good administrator and faithfully perform the following power and duties, and submit proposals to the Board meeting for discussion:
- Establish and regularly review the policy, system, standards and structure of the salaries and remuneration for the Company’s directors and managerial officers.
- Evaluate on a regular basis the remuneration of the Company’s directors and managerial officers.
The Remuneration Committee is composed of three independent directors, with operation and management practices, industry experience, financial accounting and legal expertise, and are expected to uphold objectivity and professionalism, and has been assessed by the company to be independent.
Information on the members of Remuneration Committee
The current term runs from June 28, 2023, to June 27, 2026. Independent Director Chen, Shih-Yang serves as the Convener of the Committee, and the professional qualifications and experience of the three members are as follows：
| Title | Name | Professional Qualifications and Experience | Circumstances of Independence |
| Independent Director (Convener) | Chen, Shih-Yang | Independent Director Chen, Shih-Yang possesses over five years of work experience required for business, legal, financial, accounting, or company operations, and holds a Certified Public Accountant (CPA) qualification. He currently serves as a practicing Certified Public Accountant at Chungsun Prime Certified Public Accountants and responsible person of Taipei Branch. He also serves as the Chair of the Tax and Taxation Committee of the National Federation of CPAs Associations of the Republic of China (Taiwan). He is not subject to any of the circumstances specified in Article 30 of the Company Act. | Qualified |
| Independent Director | Yeh, Chien-Wei | Independent Director Yeh, Chien-Wei possesses over five years of work experience required for business, legal, financial, accounting, or company operations, and holds a lawyer qualification. He currently serves as the Attorney of Galaxy Attorneys-at-Law. He is not subject to any of the circumstances specified in Article 30 of the Company Act. | Qualified |
| Independent Director | Yu, Hung-Da | Independent Director Yu, Hung-Da possesses over five years of work experience required for business, legal, financial, accounting, or company operations. He currently serves as the Chairperson of Hefa International Investment Co., Ltd. and Kai Cheng Engineering Co., Ltd. He is not subject to any of the circumstances specified in Article 30 of the Company Act. | Qualified |
* Independence Attributes are as follows：
- (1) Not employees of the Company or its affiliates.
- (2) Not a director or supervisor of the Company or its affiliated companies.
- (3) Not a natural person shareholder who holds more than 1% of the total issued shares of the Company or the top ten shares in the name of himself/herself, his/her spouse, minor children or others.
- (4) A person who is not a manager listed in (1) or a spouse, a relative within the second degree of consanguinity or a relative within the third degree of consanguinity of a person listed in (2) or (3).
- (5) A director, supervisor or employee of a corporate shareholder who does not directly hold more than 5% of the total number of issued shares of the Company, or who is among the top five holders of shares, or who has designated a representative as a director or supervisor of the Company in accordance with Article 27(1) or (2) of the Company Act.
- (6) A director, supervisor or employee of another company who is not controlled by the same person as the company's directorship or more than half of the voting shares.
- (7) A director, supervisor, or employee of another company or organization who is not the same person or spouse of the Chairperson, president, or equivalent of the Chairperson of the company.
- (8) Not a director, supervisor, manager, or shareholder holding more than 5% of the shares of a specific company or organization with which the Company has financial or business dealings.
- (9) Professionals, sole proprietors, partners, directors, supervisors, managers, and their spouses who do not provide audit or remuneration to the Company or its affiliates for business, legal, financial, or accounting related services with an accumulated amount of less than NT$500,000 in the last two years.
Information on the Operations of Remuneration Committee
The Remuneration Committee is composed of 3 members. The current term of the Remuneration Committee (with a term of office from June 28, 2023, to June 27, 2026) held 4 meetings (A) in the most recent fiscal year (2025). The attendance status of the Independent Directors is as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance ratio | Remarks |
| Independent director | Chen, Shih-Yang | 4 | 0 | 100% | - |
| Independent director | Yeh, Chien-Wei | 4 | 0 | 100% | - |
| Independent director | Yu, Hung-Da | 4 | 0 | 100% | - |
Date of the most recent meeting, session number, content of proposals, resolution results, and the Company's handling of the remuneration committee member's opinions:
| Meeting date (term) | Proposal content |
| 2025/1/16 (1st Meeting of 2025) |
Discussion of the 2024 year-end bonus proposal for the Company's managers and Audit Officer. |
| 2025/1/23 (2nd Meeting of 2025) |
Discussion of the 2024 performance bonus proposal for the Company's managers and Audit Officer. |
| 2025/3/26 (3rd Meeting of 2025) |
|
| 2025/9/19 (4th Meeting of 2025) |
Proposal for the formulation and adjustment of job grades and compensation for the Company's managers and Audit Officer. |
| Opinions of all members and the handling of members' opinions: All committee members unanimously passed all proposals, and the Board of Directors, based on the recommendations of the Remuneration Committee, resolved to adopt all proposals. | |
To enhance the effectiveness of the Board of Directors, reinforce corporate governance, and advance our sustainability commitments, the Company established the Sustainable Development and Nomination Committee in August 2025. The Committee is responsible for the following duties and reports its progress to the Board of Directors on a regular basis：
- Develop the Company’s sustainability policies and climate-related strategies, oversee their implementation and performance, and monitor sustainability disclosures, including the review of the Company’s annual ESG insight report.
- Supervise the execution of Sustainable Development Principles and other sustainability initiatives as resolved by the Board of Directors.
- Define the qualifications required of Board members—including professional expertise, skills, experience, gender diversity, and independence and identify, review, and nominate director candidates accordingly.
- Conduct annual performance assessments of the Board, individual directors, other committees and its members, and recommend any necessary changes to the Board.
- Establish and periodically review directors’ continuing education programs as well as succession plans for the Board and senior management.
- Approve and oversee the execution of the Company’s Integrity Management Policy, including the following responsibilities, and report to the Board on a regular basis：
- Assist in integrating integrity and ethical values into the Company's business strategy.
- Implement anti-corruption controls and related measures in accordance with relevant laws and regulations.
- Review and ensure the effectiveness of the whistleblower mechanism.
- Promote and coordinate integrity-related training programs.
- Other matters related to the formulation and supervision and implementation of the integrity management policy.
- The Committee consists of at least three directors appointed by the Board of Directors, with independent directors forming a majority. Its term of service aligns with the tenure of the Board members.
The Committee consists of at least three directors appointed by the Board of Directors, with independent directors forming a majority. Its term of service aligns with the tenure of the Board members.
Sustainable Development and Nomination Committee Information and Operational Status
The Sustainable Development and Nomination Committee is composed of three members, who collectively elected Independent Director Yeh, Chien-Wei as the convenor.
During the current term, the Committee convened twice meetings in 2025, with attendance details as follows：
| Title | Name | Meetings Attended |
Proxy Attendance |
Attendance Rate |
Professional Expertise |
|---|---|---|---|---|---|
| Independent Director (Convenor) | Yeh, Chien-Wei | 2 | 0 | 100% | Law; Human Rights Protection; employee rights protection |
| Independent Director | Chen, Shih-Yang | 2 | 0 | 100% | Accounting; Sustainable Finance |
| Independent Director | Yu, Hung-Da | 2 | 0 | 100% | Construction; Environmental Engineering; Energy Management Practices |