- Remuneration Committee of the Company is composed of all the Independent Directors and “Remuneration Committee Charter” was set. The member shall exercise the care of a good administrator in faithfully performing its official duties set in the charter, be responsible for the Board of Directors and submit the proposal to the Board of Directors for resolution.
- Professional Qualifications and Experiences of Member of Remuneration Committee
-
Operating Status of Remuneration Committee
The tenure of the current member is from June 12, 2025 to June 11, 2028. A total of 1 (A) meetings were held as of Dec. 31, 2025. The attendance of the members was as follows:Title Name Attend in person (B) Commissioned times Attendance rate in person(%)
(B/A)Remark Convener Yi-Fu Lin 1 0 100% Independent Director Committee Member Yun-Peng Chu 1 0 100% Independent Director Committee Member Shuh Chen 1 0 100% Independent Director Committee Member Jonq-Min Liu 1 0 100% Independent Director -
Meeting Information of Remuneration Committee
Date Content Result Opinions Handling 2025.1.20
(1st in 2025)Report Item
Report on the 2024 Year-end Bonus Distribution Standards for appointed managers as approved by the Board of Directors.Noted. The Board of Directors has resolved to distribute bonuses to the appointed managers in accordance with the criteria set forth in the Company’s "Principle of Year-End Bonus and Reward Distribution". 2025.8.8
(2nd in 2025)Discussion Items
- Remuneration of incumbent Chairman.
- Remuneration of incumbent Directors.
- To retain the current remuneration standards and structure for incumbent Managers.
- To retain the current performance appraisal system for incumbent Managers.
- Salary adjustment for managers in 2025 in alignment with employee adjustment rates.
Except for the second proposal, where relevant independent directors recused themselves from both discussion and voting due to conflicts of interest concerning their own remuneration, all other proposals were approved by all attending members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting. - Remuneration for Senior Managers
- Audit Committee of the Company is composed of all the Independent Directors and “Audit Committee Charter” was set. The member shall exercise the care of a good administrator in faithfully performing its official duties set in the charter, be responsible for the Board of Directors and submit the proposal to the Board of Directors for resolution.
- Professional Qualifications and Experiences of Member of Audit Committee
-
Operating Status of Audit Committee
The tenure of the current member is from June 12, 2025 to June 11, 2028. A total of 3 (A) meetings were held as of Dec. 31, 2025. The attendance of the members was as follows:Title Name Attendance in person(B) Attendance by proxy Percentage of Attendance(%)
(B/A)Remark Convener Yi-Fu Lin 3 0 100% Independent Director Committee Member Yun-Peng Chu 3 0 100% Independent Director Committee Member Shuh Chen 3 0 100% Independent Director Committee Member Jonq-Min Liu 3 0 100% Independent Director -
Meeting Information of the Audit Committee Meeting for the Most Recent Year
Audit Committee Date Agenda Items Resolution Result Company Handling of Audit Committee Opinions 2025.3.11
(1st in 2025)Discussion Items
- To formulate 2024 financial statements of the Company.
- To amend the Company’s pre-approval policy for non-assurance services provided by its audit firm.
- To resolve to replace the CPA in charge of auditing its financial statements.
- To compile plan of lending funds for 2025 Q2.
- To engage in related party transactions.
- To issue a letter of commitment and a letter of support for the Company's investee, Formosa Ha Tinh (Cayman) Ltd., to apply for credit facilities from financial institutions.
- To issue a letter of support for the Company's investee, Formosa Ha Tinh (Cayman) Ltd., for its bank borrowings.
- To issue a letter of support for the Company's indirect investee, Formosa Ha Tinh Steel Corp., for its bank borrowings.
- To issue a letter of support for the Company's indirect investee, Formosa Steel IB Pty Ltd, for its bank borrowings.
- To donate “Kaohsiung Cultural Foundation of Brothers Wang Yung-Ching and Wang Yung-Tsai Park” NTD 4,688,000.
- To formulate the Company’s Internal Control System Statement.
Approved by all attending committee members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting. 2025.4.16
(2nd in 2025)Discussion Items
To release the directors from the non-competition restrictions is submitted for approval at the Annual General Meeting of Shareholders.Approved by all attending committee members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting. 2025.5.13
(3rd in 2025)Discussion Items
- To formulate 2025 Q1 financial statements of the Company.
- To compile plan of lending funds for 2025 Q3.
- To amend the “Internal Control Systems”.
Approved by all attending committee members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting. 2025.8.8
(4th in 2025)Discussion Items
- To formulate 2025 Q2 financial statements of the Company.
- To amend the Company’s pre-approval policy for non-assurance services provided by its audit firm.
- To compile plan of lending funds for 2025 Q4.
- To engage in related party transactions.
- To issue a letter of support for the Company's investee, Formosa Resources Corp., to apply for credit facilities from financial institutions.
Approved by all attending committee members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting. 2025.11.11
(5th in 2025)Discussion Items
- To formulate 2025 Q3 financial statements of the Company.
- To compile plan of lending funds for 2026 Q1.
- To propose capital increase of US$10 million for the Company's indirect subsidiary in Mainland China, Nan Ya Electronic Materials (Kunshan) Co., Ltd.
- To amend the “Procedures for Acquisition or Disposal of Assets”.
Approved by all attending committee members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting. 2025.12.16
(6th in 2025)Discussion Items
- To engage in related party transactions.
- To authorize the Chairman to evaluate and proceed with the investment in AventaCell BioMedical Corp.
Approved by all attending committee members and submitted to the Board of Directors for approval. All proposals were approved by the attending directors, with the exception of certain items where directors with conflicts of interest abstained from voting.
- To implement sustainable development goals such as environmental protection, social responsibility and corporate governance, the Company set up Sustainable Development Committee Which is composed of Chairman, Director Ming-Jen Tzou and 3 Independent Directors and “Sustainable Development Committee Charter”. The committee shall report the strategies, visions, goals, implement policies and achievements of sustainable development to the Board of Directors at least once a year.
- Professional Qualifications and Experiences of Member of Sustainable Development Committee
-
Operating Status of Sustainable Development Committee
The tenure of the current member is from June 12, 2025 to June 11, 2028. A total of 1 (A) meeting was held as of Dec. 31, 2025. The attendance of the members was as follows:Title Name Attendance in person(B) Attendance by proxy Percentage of Attendance(%)
(B/A)Remark Convener Ming-Jen Tzou 1 0 100% Director Committee Member Chia-Chau Wu 1 0 100% Chairman Committee Member Yi-Fu Lin 1 0 100% Independent Director Committee Member Yun-Peng Chu 1 0 100% Independent Director Committee Member Shuh Chen 1 0 100% Independent Director Committee Member Jonq-Min Liu 1 0 100% Independent Director -
Meeting Information of the Sustainable Development Committee for the Most Recent Year
Date Content Result The handling of the opinions of the Sustainable Development Committee of the Company 2025.6.5
(1st in 2025)Discussion Item
To draw up “2024 Sustainability Report” of the Company.Approved by all attending committee members and submitted to the Board of Directors for approval. Submitted to the Board of Directors and unanimously approved by all attending directors. 2025.12.16
(2nd in 2025)Report Item
To report the result of the Greenhouse Gas Verification of 2024.Noted, and submitted to the Board of Directors for reporting. Noted. Discussion Item
To amend the “Principles of Sustainable Development”.Approved by all attending committee members and submitted to the Board of Directors for approval. Submitted to the Board of Directors and unanimously approved by all attending directors.
(NAN YA,Jan 26, 2026)
