Committee
●The Audit Committee
Pursuant with and in conformance to the Taiwan Securities and Exchange Act, the Aerospace Industrial Development Corporation (AIDC) has created an Audit Committee composed of independent directors presiding on AIDC's Board of Directors (BOD).
The primary purpose of the Committee is to supervise; the reliability and integrity of AIDC financial reports, the appointment and dismissal of its certified public accountants; and assessing such accountants' qualifications, independence and performance. In addition, the Committee is to supervise AIDC's effectiveness of internal controls, compliance with legal or regulatory requirements; and control over existing or potential risks.
The Committee's scope of authority which may be amended as the need may arise, is as follows:
1. Adoption of or amendments to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of AIDC's internal control system.
3. Adoption of or amendments to; 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 pursuant to Article 36-1 of the Securities and Exchange Act,.
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. Offering, issuance, or private placement of equity-type securities.
8. Hiring or dismissal of a certified public accountant, or their compensation.
9. Appointment or discharge of a financial, accounting, or internal auditing officer.
10. Annual financial reports.
11. Business Report and Distribution of Profits.
12. Any other material matters so required by AIDC or by competent authority having such jurisdiction.
The Committee shall convene at a minimum on a quarterly basis, and may call "ad hoc" meetings at its discretion whenever any committee member may deem necessary. Please refer to AIDC's Annual Report for the number of meetings convened and attendance rate of each committee member.
￭ 2022 Audit Committee Meeting Convening and Member Attendance Rate
￭ 2023 Audit Committee Meeting Convening and Member Attendance Rate
●Audit Committee Members
Title |
Name |
Experience（Education） |
Chairman |
Cy Su
Independent Director |
★Current position:
Director of NatureWise Biotech & Medicals Corporation , Independent director and Convener of Remuneration Committee and Convener of Audit Committee of RECHI PRECISION CO., LTD. , Independent director and Member of Remuneration Committee and Audit Committee of KENDA RUBBER IND. CO., LTD.
★Experience:
Managing Director of Metal Industries Research & Development Centre ,
Executive director of TAIWAN TRANSPORTAION VEHICLE MANUFACTURERS ASSOCIATION ,
Director and President of CHINA MOTOR CORPORATION , Chairman of CHINA ENGINE CORPORATION ,
Vice Chairman of SHUNG YE MOTOR CO., LTD. , Chairman of FORTUNE MOTORS CO., LTD. ,President of Capital Motors, Inc. , Director of YULON MOTOR CO., LTD. , Independent director of Qisda Corporation , Senior Group Consultant of Tan Chong International Limited , Vice President of Chinese Society of Mechanical Engineers,
Member Outstanding Engineer Review Committee of Chinese Institute of Engineers
★Education：
EXECUTIVES ROGRAM, GRADUATE SCHOOL OF BUSINESS ADMINISTRATION, NATIONAL CHENG-Chi University
Bachelor of Mechanical Engineering, National Cheng Kung University |
Member |
Minkon Huang
Independent Director |
★Current position:
CEO of 21ST Century Foundation , Director presentative of TWINHEAD INTERNATIONAL CORP.
★Experience:
Adjunct Lecturer, Department of Business Administration, National Chung Hsing University , Chief of the Administrative Office of Taiwan Provincial Election Commission , Chief, Secretary, Senior Executive Officer, Chief Secretary, Deputy Secretary-General, Secretary-General of Taiwan Provincial Council , Secretary-General of Taiwan Provincial Advisory Council (Senior Rank Grade 14) , Deputy Mayor of Taoyuan County , Acting Mayor of Taoyuan County , Chairman of Taiwan Water Corporation , Vice Chairman of the Research, Development and Evaluation Committee, the Executive Yuan, Republic of China (Taiwan) , Deputy Secretary-General, the Executive Yuan Deputy Secretary, the Executive Yuan, Republic of China (Taiwan) , Chairman of Taiwan Rolling Stock Co, LTD. , Chairman of ShineMore Technology Materials Corporation., Ltd
★Education：
Master of Law, Graduate School of Public Administration, National Chengchi University |
Member |
Wen Hsiang Lu
Independent Director |
★Current position:
Independent director and Member of Remuneration Committee and Audit Committee of RichWave Ltd. , Mediator in the Intellectual Property and
Commercial Court, Taiwan , Adjunct Professor, Intellectual Property Research Institute of Xiamen , Adjunct Professor, Soochow University, School of Law (Taiwan) , Chair Attorney at Lu’s Attoerys- at-Law
★Experience:
Senior Advisor & Director of Economic
Division, Taipei Representative Office in Singapore , Deputy Director General, Intellectual Property Office, Ministry of Economic Affairs (MOEA) , Senior Specialist, Computer & Information
Department, Ministry of Justice , Prosecutor, Taiwan Hualien, Shihlin, Taipei District Prosecutor’s Office
Civil Judge, Taiwan Shihlin District Court
Criminal Judge, Taiwan Banchiau District Court
★Education：
Ph.D., Graduate Institute of Technology and Innovation Management, National Cheng Chi University, Taiwan |
Member |
Ding An Lee
Independent Director |
★Current position:
Chien Chen United CPAs office Partner ,
Consulting Accountant, Commercial Office, Taipei City Government ,
Consulting Accountant, Investment Review Committee, Ministry of Economic Affairs , Consulting Accountant, Taipei Industrial Development Bureau , Supervisor of China International Investment and Financing Promotion Association
★Experience:
Public Relations Committee Chairperson and Director of Association of Certified Fraud Examiners, Taiwan Chapter ,
Independent Director of JULIE'S INTERNATIONAL LIMITED , Independent Director of Inmax Holding Co., Ltd. ,Independent Director and Remuneration Committee of CHEER TIME ENTERPRISE CO., LTD. , Independent Director of MONTEREY INTERNATIONAL CORP.
★Education：
National Taiwan University, Dept. of Accounting |
|
Committee
● Compensation Committee
The compensation committee is set to assist the board of directors evaluate and execute the company's overall compensation and benefit policies, as well as undertake remuneration for the directors and managers.
According to ROC law and AWTC's 「Compensation Committee Charter」, the members of the compensation committee are appointed by the Board. There should be no less than three members with at least one independent director. Currently, the AWTC's compensation committee is composed of three independent directors.
The Remuneration Committee shall meet at least twice a year, but may be held separately as needed.
● Compensation Committee Members
Title |
Name |
Experience（Education） |
Chairman |
Cy Su
Independent Director |
★Current position:
Director of NatureWise Biotech & Medicals Corporation , Independent director and Convener of Remuneration Committee and Convener of Audit Committee of RECHI PRECISION CO., LTD. , Independent director and Member of Remuneration Committee and Audit Committee of KENDA RUBBER IND. CO., LTD.
★Experience:
Managing Director of Metal Industries Research & Development Centre ,
Executive director of TAIWAN TRANSPORTAION VEHICLE MANUFACTURERS ASSOCIATION ,
Director and President of CHINA MOTOR CORPORATION , Chairman of CHINA ENGINE CORPORATION ,
Vice Chairman of SHUNG YE MOTOR CO., LTD. , Chairman of FORTUNE MOTORS CO., LTD. ,President of Capital Motors, Inc. , Director of YULON MOTOR CO., LTD. , Independent director of Qisda Corporation , Senior Group Consultant of Tan Chong International Limited , Vice President of Chinese Society of Mechanical Engineers,
Member Outstanding Engineer Review Committee of Chinese Institute of Engineers
★Education：
EXECUTIVES ROGRAM, GRADUATE SCHOOL OF BUSINESS ADMINISTRATION, NATIONAL CHENG-Chi University
Bachelor of Mechanical Engineering, National Cheng Kung University |
Member |
Minkon Huang
Independent Director |
★Current position:
CEO of 21ST Century Foundation , Director presentative of TWINHEAD INTERNATIONAL CORP.
★Experience:
Adjunct Lecturer, Department of Business Administration, National Chung Hsing University , Chief of the Administrative Office of Taiwan Provincial Election Commission , Chief, Secretary, Senior Executive Officer, Chief Secretary, Deputy Secretary-General, Secretary-General of Taiwan Provincial Council , Secretary-General of Taiwan Provincial Advisory Council (Senior Rank Grade 14) , Deputy Mayor of Taoyuan County , Acting Mayor of Taoyuan County , Chairman of Taiwan Water Corporation , Vice Chairman of the Research, Development and Evaluation Committee, the Executive Yuan, Republic of China (Taiwan) , Deputy Secretary-General, the Executive Yuan Deputy Secretary, the Executive Yuan, Republic of China (Taiwan) , Chairman of Taiwan Rolling Stock Co, LTD. , Chairman of ShineMore Technology Materials Corporation., Ltd
★Education：
Master of Law, Graduate School of Public Administration, National Chengchi University |
Member |
Wen Hsiang Lu
Independent Director |
★Current position:
Independent director and Member of Remuneration Committee and Audit Committee of RichWave Ltd. , Mediator in the Intellectual Property and
Commercial Court, Taiwan , Adjunct Professor, Intellectual Property Research Institute of Xiamen , Adjunct Professor, Soochow University, School of Law (Taiwan) , Chair Attorney at Lu’s Attoerys- at-Law
★Experience:
Senior Advisor & Director of Economic
Division, Taipei Representative Office in Singapore , Deputy Director General, Intellectual Property Office, Ministry of Economic Affairs (MOEA) , Senior Specialist, Computer & Information
Department, Ministry of Justice , Prosecutor, Taiwan Hualien, Shihlin, Taipei District Prosecutor’s Office
Civil Judge, Taiwan Shihlin District Court
Criminal Judge, Taiwan Banchiau District Court
★Education：
Ph.D., Graduate Institute of Technology and Innovation Management, National Cheng Chi University, Taiwan |
Member |
Ding An Lee
Independent Director |
★Current position:
Chien Chen United CPAs office Partner ,
Consulting Accountant, Commercial Office, Taipei City Government ,
Consulting Accountant, Investment Review Committee, Ministry of Economic Affairs , Consulting Accountant, Taipei Industrial Development Bureau , Supervisor of China International Investment and Financing Promotion Association
★Experience:
Public Relations Committee Chairperson and Director of Association of Certified Fraud Examiners, Taiwan Chapter ,
Independent Director of JULIE'S INTERNATIONAL LIMITED , Independent Director of Inmax Holding Co., Ltd. ,Independent Director and Remuneration Committee of CHEER TIME ENTERPRISE CO., LTD. , Independent Director of MONTEREY INTERNATIONAL CORP.
★Education：
National Taiwan University, Dept. of Accounting |
● Remuneration committee attendance
The company's compensation committee consists of four members, consisting of three independent directors.
The Salary and Remuneration Committee has held 4 meetings since 2023. The attendance of members is as follows:
job title |
NAME |
Actual attendance |
Number of delegates attended |
Actual attendance rate(%) |
Remarks |
Chairman |
Wayne Chang
Independent Director |
2 |
0 |
100% |
Resigning on 2023/6/28 |
Chairman |
Cy Su
Independent Director |
4 |
0 |
100% |
Serve as the convener of the Remuneration committee starting from 2023/6/28 |
Member |
Minkon Huang
Independent Director |
4 |
0 |
100% |
|
Member |
Wen Hsiang Lu
Independent Director |
4 |
0 |
100% |
2023/6/28 Appointed as a member of the Remuneration committee |
Member |
Ding An Lee
Independent Director |
1 |
0 |
100% |
2023/6/28 Appointed as a member of the Remuneration committee |
|
●
Important decisions of the Salary and Compensation Committee from 2023 to the present
| Compensation Committee |
Proposal content |
Resolution result |
The company's handling of the opinions of the salary committee |
The seventh time of the fourth
2023/01/06 |
1. Review the 2022 year-end bonus distribution case of the company’s managers.
2.Review the company’s 2023-year employee remuneration and Director's remuneration distribution ratio.
2.Amendments to some provisions of the Remuneration Committee’s Articles of Association. |
All members of the committee agreed to pass. |
The submission to the board of directors shall be approved by all the directors present. |
The eighth time of the fourth
2023/05/08 |
The company's corporate governance manager is responsible for salary and compensation matters. |
All members of the committee agreed to pass. |
The submission to the board of directors shall be approved by all the directors present. |
The 5th term Preliminary Meeting of the remuneration committee.
2023/08/07 |
To elect the convener and chairman of the remuneration committee. |
Independent Director Cy Su was unanimously elected as the convener and chairman of the remuneration committee of the company. |
None. |
The first time of the fifth
2023/11/06 |
1. The company plans to implement the employee stock ownership trust plan and the public withdrawal plan of the manager company that meets the membership qualifications from 2024.
2. Amendment to “Aero Win Technology Corporation Rules of Compensation Committee Charter ”. |
All members of the committee agreed to pass. |
The submission to the board of directors shall be approved by all the directors present. |
The second time of the fifth
2024/01/22 |
1. Review the 2023 year-end bonus distribution case of the company’s managers.
2.Review the company’s 2024-year employee remuneration and Director's remuneration distribution ratio.
2.Amendments to some provisions of the Remuneration Committee’s Articles of Association. |
All members of the committee agreed to pass. |
The submission to the board of directors shall be approved by all the directors present. |
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