Center for Corporate Governance

 BOARD OF DIRECTORS

◼︎ BOARD OF DIRECTORS MENBERS

◼︎ The implementation status of the Board Diversity Policy is as follows:

◼︎ The current Board of Directors of the company consists of 19 directors. The specific management objectives and achievement of the board diversity policy are as follows:

Powers of Audit Committee

Accroding to the Audit Committee Charter of the Company, the powers of the Committee are as follows:

1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.<
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
11. Other material matters as may be required by this Corporation or by the competent authority

Composition of Audit Committee

The audit committee is composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convener, and at least one of whom shall have accounting or financial expertise.
The current term of the committee members: July 1, 2023, to June 30, 2026.

Audit Committee Meeting Status

The Committee meets at least once every quarter. So far, a total of 5 meetings have been held in 2024, attendance rate of the members ：

FUCC Regulations Governing the Exercise of Powers by Audit Committees
FUCC Rules Governing the Scope of Powers of Independent Directors

Composition of the Remuneration Committee
The Company’s Remuneration Committee consists of 3 members, the 5th Company’s Remuneration Committee was appointed by the Board of Directors on June 28, 2023.
Current term of office: July 01, 2023~June 30, 2026.

Remuneration Committee Meeting Status

The 5th term of the 2024 annual Remuneration Committee had convened 3 times (A) , the attendance record of Independent Directors is listed below:

Note:The Board of Directors re-elected the Remuneration Committee on June 28, 2023, and the new committee members were elected on July 1, 2023. The new members took office on July 1, 2012. The Remuneration Committee held two meetings before the election and one meeting after the election.

Powers of  Remuneration Committee

The Remuneration Committee is responsible for formulating and regularly reviewing the policies, systems, standards and structure of performance evaluation and remuneration for directors, supervisors and managers, and regularly assessing and setting the remuneration of directors, supervisors and managers.

FUCC's internal audit organization exists as an independent division. The appointment and removal of the chief audit executive may only be approved by the Audit Committee and the Board of Directors who reports to the Board of Directors regularly.

The audit scope includes all Financial, Sales, Operational, and Managerial Functions and is executed in accordance with the law. 

The main method of audit is in accordance with the annual audit plan for the implementation of routine audits, and where necessary, the implementation of special audit, which is intended to discover the internal control deficiencies and make recommendations for improvement in a timely manner.

When the audit is completed, all audit reports will be reported to the Board of Directors and the status of implementation will be reported in the Board of Directors Meetings regularly. The audit system is aimed to implement the spirit of corporate governance. 

Declaration of the Internal Control System : 

◼︎ The status of communication between independent directors and the chief audit executive and accountants：

2024 Communications between Independent Directors and Internal Auditors
2023 Communications between Independent Directors and Internal Auditors
2022 Communications between Independent Directors and Internal Auditors
2021 Communications between Independent Directors and Internal Auditors
2020 Communications between Independent Directors and Internal Auditors