Amed Website - Investor

Board of Directors
Resume of Director of the Board
Diversity of Director
Resolutions of the Board of Directors
Audit Committee
Remuneration Committee
Communication Situation between Independent Directors and Accountants
Communication Situation between Independent Directors and Audit Manager
Corporate Governance Structure

Board of Directors

Amed's Board of Directors consists of 7 members, all of whom are elected in the shareholders' meeting with operational abilities for a term of three years, and may serve consecutive terms if reelected.

To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

(1) Operational judgment ability.
(2) Accounting and financial analysis abilities.
(3) Business management ability.
(4) Crisis management ability.
(5) Industry knowledge.
(6) Perspectives on international marketing.
(7) Leadership ability.
(8) Decision-making ability.

For the Board of Directors' purpose of developing supervisory functions and strengthening management mechanisms, the operation method is handled in accordance with the “ Rules of Procedure for Board of Directors Meetings” to ensure the company development and protect the shareholders' interests. To strengthen management functions, the Audit Committee and the Remuneration Committee are set up under the Board of Directors.

For information on directors, independence, and attendance, please refer to the annual reports.

Resume of Director of the Board

Title / Name
Date of joining the board of directors
detailed information
Chairman / Yao-Chien Wang
2021.07.15
Mr. Yao-Chien Wang represented Jichuang Co., Ltd as the eighth chairman of the company.
Main education and experience:
Department of Korean, Chinese Culture University
Business Manager of TTY Biopharm Company, Ltd.
Director / Su-Hsin Wang
2021.07.15
Ms. Su-Hsin Wang represented Qiaoye Co., Ltd as the eighth director of the company.
Main education and experience:
Fu Jen Catholic University Business Administration Office
Vice General Manager of Amed Biomedical Co., Ltd.
Director / Kuo-Liang Huang
2021.07.15
Mr. Kuo-Liang Huang represented Great United Strong Enterprise Corp. as the eighth director of the company.
Main education and experience:
National Taiwan University Department of Public Health
National Business Manager of Pfizer Pharmaceutical Co., Ltd.
Chairman of Great United Strong Enterprise Corp.
Independent Director / Chien-Yi Hsu
2021.07.15
Ms. Chien-Yi Hsu served as the eighth independent director of the company.
Main education and experience:
Bachelor of English Language and Literature, Chinese Culture University
Director/Vice President and Chief Operating Officer of Beijing CTS Co., Ltd.
Consultant of TTY Biopharm Company, Ltd.
Senior Manager of TTY Biopharm Company, Ltd.
Independent Director / Hsiu-Mei Wang
2021.07.15
Dr. Hsiu-Mei Wang served as the eighth independent director of the company.
Main education and experience:
PhD, Department of Management Science, School of Business and Management, Tamkang University
Adjunct Assistant Professor, Department of Accounting, School of Business and Management, Tamkang University
Bioengine Technology Development Inc. Accounting Consultant
Independent Director / Yueh-Yang Lee
2021.07.15
Lawyer Yueh-Yang Lee served as the eighth independent director of the company.
Main education and experience:
Master of Law, Department of Law, National Defense University
Director of Cheng Quan International Trademark and Patent Office
Director of L&C Attorneys-at-Law
Independent Director / I-Chi Lee
2023.05.31
Ms. I-Chi Lee served as the eighth independent director of the company.
Main education and experience:
PhD, Department of Biomedical Engineering, National Taiwan University
Professor, Graduate Institute of BioMedical Sciences, Chang Gung University
Associate Professor, Department of Biomedical Engineering & Enviromental Sciences
Diversity of Director

Professionalism of Board Members

In accordance with Article 20, Item 4 of the Company's "Corporate Governance Best Practice Principles", board members should generally possess the knowledge, skills and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the following capabilities:

1. Operational judgment ability.
2. Accounting and financial analysis abilities.
3. Business management ability.
4. Crisis management ability.
5. Industry knowledge.
6. Perspectives on international marketing.
7. Leadership ability.
8. Decision-making ability.

Diversity of Board Members

In accordance with Article 20, Item 3 of the Company’s "Corporate Governance Best Practice Principles", the composition of the board of directors should be diversified. Except for directors who are also managers of the company, they should not exceed one-third of the number of directors, and they should be based on their own operations, operating styles and development needs to formulate an appropriate diversification policy, which should include but not limited to the following two major standards:

1. Basic conditions and values: gender, age, nationality, culture, etc.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Implementation of the Diversity Policy for Board Members

In the "Corporate Governance Best Practice Principles", the company has formulated a policy of diversification of the composition of the board of directors, and selected directors based on their professional abilities and work areas. Three of the directors are women. The directors have professional backgrounds covering industry, accounting, technology, management and law, and they have the necessary knowledge, skills and accomplishments to perform their duties. The industry experience and professional abilities of each director are diverse and complementary. The company's directors with employee status accounted for 29%, and independent directors accounted for 57%. The relevant implementation status is as follows:

Drag left and right to check out the form information
Director's Name Country of Citizenship Gender Part-time Employees of the Company Age Seniority Professional Background, Professional Skills and Industry Experience Operational Judgment Ability Accounting and Financial Analysis Abilities. Business Management Ability Crisis Management Ability Industry Knowledge Perspectives on International Marketing Leadership Ability Decision-making Ability
Over 61 Years Old 51~60 Years Old Under 50 Years Old 0~9 Years Over 9 years
WANG, YAO-CHIEN Republic of China Male
- -
- - Marketing and business management
-
Wang, Shu-Xin Republic of China Female
-
- - - Financial accounting and business management
Huang, Guo-Liang Republic of China Male -
- - - - Marketing and business management
-
Yang, Tai-Hong Republic of China Male - -
-
- Chemical engineering
-
Xu, Qian-Yi Republic of China Female - - -
- Human resources and corporate management
-
Wang, Xiu-Mei Republic of China Female - -
-
- Financial accounting and corporate management
-
Li, Yue-Yang Republic of China Male - - -
- Legislation
-
-
Resolutions of the Board of Directors

Date
Important Resolutions of the Board of Directors
2024-01-30
The 16th meeting of the 8th session
1. Plan to convene the company’s 2024 regular shareholders’ meeting
2. The company’s comprehensive re-election of directors
3. The company plans to apply for a new medium-term loan of NT$5,000,000 from Taiwan Bank this year.
4. The company added a performance guarantee case of NT$5 million from First Bank this year.
5. The company’s R&D manager’s change and salary remuneration case
6. Formulate the year-end performance bonus plan for the company’s managers in 2023
Audit Committee

To strengthen corporate governance, the Audit Committee will exercise the powers and duties of the supervisors. The Audit Committee shall be composed of three independent Directors, one of whom shall be the convener, at least one of whom shall have accounting or financial expertise, and the term of service is the same as that of the appointed Board of Directors.
The main function of the Audit Committee is to supervise the following matters:
1. Fair presentation of the financial reports of the Company.
2. The hiring (and dismissal), independence, and performance of certificated public accountants.
3. The effective implementation of the internal control system of the Company.
4. Compliance with relevant laws and regulations by the Company.
5. Management of the existing or potential risks of the Company.
The Audit Committee shall convene once quarterly at least. For the qualifications and attendance of the members, please refer to the annual reports.

Item
File name
File download
01
Audit Committee Charter
02
The management of the operation of the audit committee
Resolutions of the Audit Committee
Date
Resolutions of the Audit Committee
2021-08-12
The 2nd meeting of the 1st session
1. The company's financial statements for the first half of 2021
2. Abolish the company's "Regulations on the Scope of Duties of Supervisors"
3. Formulate the company's "Application for Suspension and Resumption of OTC Stock Trading Procedures"
4. Amendment to the company's "Administrative Measures for Group Enterprises, Specific Companies, and Related Person Transactions"
2021-07-15
The 1st meeting of the 1st session
1. Election of the convener
Remuneration Committee

To strengthen corporate governance, sustainable management and the remuneration system of the Company's directors and managers, Amed has established the Remuneration Committee operating in accordance with the “Remuneration Committee Charter” of the Company.

The three members of the Remuneration Committee are appointed by the Board of Directors. One of them is the convener, and the term of service is the same as that of the Board of Directors.

The Remuneration Committee evaluates the remuneration policies of the directors and managers in a professional and objective manner and makes recommendations to the Board of Directors for reference.

The Remuneration Committee meets twice a year at least. For the qualifications and attendance of the members, please refer to the annual reports.

Item
File name
File download
01
Remuneration Committee Charter
02
Management of the operation of the salary and remuneration committee
Resolutions of the Salary and Compensation Committee
Date
Resolutions of the Remuneration Committee
2021-08-30
The 1st meeting of the 1st session
1. The company shall submit a proposal for the applicable manager of the salary and remuneration committee for remuneration pre-examination
2. The company plans to implement various salary and remuneration projects
3. Formulate the company's management measures "Remuneration and Remuneration Measures for Directors, Independent Directors and Managers"
4. 2021 Manager's Salary and Remuneration Proposal
5. Car and horse expenses for attending the board of directors other than independent directors (including functional members)
6. The company’s independent directors or functional committee members attend the board of directors and functional committee’s carriage fees and independent director’s salary and remuneration proposal
7. 2020 Directors, Supervisors' Remuneration, and Managers' Remuneration Distribution Proposal
8. The company's salary and remuneration committee 2021 work plan
Important Internal Regulations

Item
File name
File download
01
Articles of Incorporation
02
Rules for Shareholders’ Meetings
03
Rules for the Meetings of Board of Directors
04
Director Election Procedure
05
Procedures for Handling Acquisition or Disposal of Assets
06
Operating Procedures for Lending of Gunds
07
Operating Procedures for Endorsements/Guarantees
Corporate Governance Implementation Situation

Item
File name
File download
01
Corporate Governance Operation
02
Corporate Governance Director's 2020 business execution status and further training status
03
Corporate governance operation in 2020
Communication Situation between Independent Directors and Accountants

The audit committee of the company is composed of all independent directors. Accountants report to the independent directors at least twice a year on the company’s financial status, subsidiary financial and overall operating conditions, and internal control checks, and check whether there are major adjustment entries or legal amendments. Fully communicate the impact of the accounting situation.

  
Date
Communication Focus
Communication Conclusion
2021.08.12
1.The company's financial report for the second quarter of 2021.
1.All independent directors had no opinion.
Communication Situation between Independent Directors and Audit Manager

The Audit Committee of the Company is composed of all independent directors. The head of internal audit reports to the Audit Committee at least quarterly on the execution of audit operations, including the execution of audit plans, audit tracking operations, project audits, audit reporting operations, etc. A meeting may be held at any time in the event of major irregularities.

Date
Communication Focus
Communication Conclusion
2021.08.12
1. Implementation of the audit plan in May and June 2021.
2. 2021 Q2 Audit Track Work.
1.All independent directors had no opinion.
2.All independent directors had no opinion.
Organization of the Internal Auditing Office

Organization of the Internal Auditing Office

The internal auditing office of the Company, which is under the Board of Directors, assists the Board of Directors and the Manager in examining and reviewing the deficiencies of the internal control system and measuring the effectiveness and efficiency of the operations, and providing timely recommendations for improvement to ensure the continuous and effective implementation of the internal control system and to serve as a basis for reviewing and amending the internal control system.
The audit team prepares an annual audit plan based on the results of the risk assessment, including the items to be audited on a monthly basis, which is approved by the board of directors and then implemented to check the company's internal control system, and then prepares an audit report by attaching the working papers and related information. The monthly audit report will be delivered or communicated to the audit committee and independent directors.
In addition to reporting regularly to the Audit Committee on the audit activities, the Head of Audit also attends the report of the Board of Directors to strengthen the guidance and supervision mechanism of the Board of Directors and the Audit Committee on the internal audit operations.

Appointment and Removal of Internal Auditors

The Company has internal audit implementation rules and the appointment and removal of the head of internal audit shall be reported to the Board of Directors of the Company.