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 operations of the Audit Committee
-
The current Board of Directors (term of office from June 23rd, 2020 to June 22nd, 2023) convened 9 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 | Wang, Mu-Fan | 9 | 0 | 100% | - |
| Independent director | Yeh, Chien-Wei | 9 | 0 | 100% | - |
| Independent director | Huang, Jyh-Jen | 1 | 0 | - | Resigned on March 26th, 2021 1 Expected Attendance |
| Independent director | Chen, Ruei-Li | 4 | 0 | - | Newly appointed on August 5th, 2021 4 Expected Attendance |
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 31st, 2017. It consists of all three Independent Directors. Committee meetings are convened at least once each quarter, and a total of 9 meetings were convened in 2021. The Committee reviewed the following items:
1. Review of financial statements
2. Evaluate the effectiveness of the internal control system
3. Major asset transactions
4. Private placement or issuance of securities
5. Related-party transaction
6. Assessment of independence of the CPAs
Related information
Delpha Construction set up the Remuneration Committee in December, 2011. And the Committee should exercise the duty of care of a good faith manager to 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 andremuneration 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
Information on the Operations of Remuneration Committee
The Remuneration Committee of the Company is composed of 3 persons.
(The Independent Director Huang, Chih-Chen resigned on March 26th, 2021 and the Company will organize a by-election for one Independent Director in the shareholders' meeting in 2021)
The current Remuneration Committee (term of office from June 23rd, 2020 to June 22nd, 2023) convened 5 (A)meetings of the Remuneration Committee in the most recent year (2020). The attendance of Directors was as follows:
| Title | Name | Attendance in Person(B) | Attendance by Proxy | Attendance ratio(%)(B/A)(Note) | Remarks |
| Independent director | Wang, Mu-Fan | 5 | 0 | 100% | - |
| Independent director | Yeh, Chien-Wei | 5 | 0 | 100% | - |
| Independent director | Huang, Jyh-Jen | 1 | 0 | - | Resigned on March 26th, 2021 1 Expected Attendance |
| Independent director | Chen, Ruei-Li | 2 | 0 | - | Appointed on August 5th, 2021 2 Expected Attendance |
The date of meeting, term, proposal content, resolution result in the most recent year, and the Company’s handling of the opinion of the remuneration committee members:
| Meeting date (term) | Proposal content | Opinion of all members and the Company’s handling |
| 2021.02.22 4th meeting of the 4th term |
|
Approved by all Independent Directors. |
| 2021.03.30 4th meeting of the 5th term |
|
Approved by all Independent Directors. |
| 2021.05.12 4th meeting of the 6th term |
|
Approved by all Independent Directors. |
| 2021.08.11 4th meeting of the 7th term |
|
Approved by all Independent Directors. |
| 2021.09.03 4th meeting of the 8th term |
|
Approved by all Independent Directors. |
The Company established Integrity Management Committee in May 2022, which is responsible for reviewing the integrity management policy and supervising the implementation of the following matters, and regularly reports the compliance to the board of directors:
- Assist in integrating integrity and ethical values into the Company's business strategy.
- To establish preventive measures to ensure the integrity of management is in accordance with revelant laws and regulations.
- Review the whistleblower system and ensure the effectiveness of its implementation.
- Promotion and coordination of integrity policy and advocacy training.
- Other matters related to the formulation and supervision and implementation of the integrity management policy.
Integrity Management Committee consists of three members, including at least two independent directors, all of whom are appointed by the resolution of the board of directors, and the term of office equivalent to that of the board of directors.
Information on the Operations of Integrity Management Committee
The Integrity Management Committee of the Company is composed of 3 persons, jointly elected Independent Director Yeh, Chien-Wei as the Convener. The current Integrity Management Committee (term of office from May 12th, 2022 to June 22nd, 2023) convened 1 (A)meetings of the Integrity Management Committee in the most recent year (2022). The attendance of Directors was as follows:
| Title | Name | Attendance in Person | Attendance by Proxy | Attendance Rate | Background |
|---|---|---|---|---|---|
| Independent Director (Convener) | Yeh, Chien-Wei | 1 | 0 | 100% | Law |
| Independent Director | Wang, Mu-Fan | 1 | 0 | 100% | Accounting |
| Independent Director | Chen, Ruei-Li | 1 | 0 | 100% | Construction |