Investors

Functional committee


The Remuneration Committee

To ensure the company management and the operation of salary remuneration system and based on the decision of board meeting on 2019/11/6, we establish the Remuneration Committee. According to the Organizational regulations of Remuneration committee, we assign three members to organize the committee with expertise and full working experience to maintain the committee independently, professionally and fairness.

The authority of The Remuneration Committee

The committee is obligated to submit the proposal which is beneficial to the company management is as below,

  1. Establish and evaluate the annual and long term operation performance of Directors and Managers periodically and the salary remuneration policy, system, standard and structure.
  2. Evaluate the salary remuneration of Directors and Managers periodically.

The Remuneration Committee will review the policy and plan of salary remuneration to attract the talent to join the operation team.


The Audit Committee

To ensure audit responsibility and board management of the Audit Committee and based on the decision of board meeting on 2019/12/27, we assign three members to organize the committee.

The authority of The Audit Committee

The authority of The Audit Committee is as below,

  1. According to the clause of 14-1 of Securities Law to establish or amend internal audit system,
  2. The effectiveness evaluation of internal control system.
  3. According to the clause of 36-1 of Securities Law to establish or amend the procedures of acquisition or disposal of Assets, trading of derivative financial products, lending funds to other parties and endorsement guarantee to financial or business activities.
  4. The stakeholder items of directors
  5. The trading of assets or derivative financial products
  6. The items of lending funds or endorsement guarantee.
  7. The offering, issuing and private placement of securities trading
  8. The appointment, dismissal and remuneration of certified public accountants.
  9. The appointment and dismissal of financial, accounting and internal audit managers.
  10. The second quarter financial report certified by certified public accountants and signed or sealed by chairman, manager and accounting manager.
  11. Other key items regulated by company or competent authority.

 

The Nominating Committee

To ensure nominating responsibility and board management of the Nominating Committee and based on the decision of board meeting on 2021/9/16, we assign three members to organize the committee.

The authority of The Nominating Committee

The authority of The Nominating Committee is as below,

  1. Establish and evaluate the selection and succession plan for members and qualifications of Directors and high level Managers.
  2. Based on the independence of independent directors, the committee shall propose and audit the directors and high level manager to the board meeting.
  3. Plan and execute the training program of directors.
  4. Other key items decided by board meeting.


Committee Members and Operations

Job Title Name The Remuneration Committee The Audit Committee The Nominating Committee  
Chairman Charly Chen - - v -
Independent Director Kin-Tsau Lee v v v Convener of the Remuneration/Audit Committee
Jen-Tern Huang v v v Convener of the Nomination Committee
Zheng-De Shao - v - -
Jimmy Tseng v v - -

Operation result of committee

  • The current term of the "Remuneration Committee" members is from May 27, 2025 to May 26, 2028. August 7, 2025, one meeting was held up to date.
  • The term of office of the members of the current "Audit Committee" is from May 27, 2025 to May 26, 2028. As of August 7, 2025, two meetings was held up to date.
  • The term of office of the members of the current "Nominating Committee" is from June 29, 2022 to June 28, 2025. As of March 6, 2025, one meeting was held up to date.

The attendance of committee members this term is as follows:
(R:Remuneration,A:Audit,N:Nominating)

Joe Title
Name
Actual Attendance Times of Attendance Actual Percentage of Attendance(%)
R A N R A N R A N
Chairman Charly Chen - - 1 - - 1 - - 100%
Independent Director Kin-Tsau Lee 1 2 1 1 2 1 100% 100% 100%
Jen-Tern Huang 1 2 1 1 2 1 100% 100% 100%
Zheng-De Shao - 2 - - 2 - - 100% -
Jimmy Tseng 1 2 - 1 2 - 100% 100% -


Risk Management Committee

In order to improve the risk management mechanism and strengthen corporate governance to achieve the goal of sustainable operation, the company established a risk management committee on November 9, 2022 through the resolution of the board of directors, and took "Procedures of Risk Management Policies" as the basis for risk management implementation. According to the "Risk Management Committee Charter", the committee is composed of four members, the chairman and three independent directors. The committee members elect an independent director as the convener and chairman of the meeting, and the internal audit supervisor serves as the observer.

The duties of the risk management committee

  1. Review risk management policies, procedures and structures, and regularly review their applicability and performance.
  2. Establish the risk management committee charter.
  3. Assess risk appetite (risk tolerance) and guide resource allocation.
  4. Approve risk control priorities and risk levels.
  5. Review the implementation of risk management, make necessary improvement suggestions, and report to the Board of Directors on a regular basis.
  6. Execute the risk management decisions of the Board of Directors.


Organization


Risk Management Category

The company's risk sources and categories include strategic risk, business risk, financial risk, information risk, compliance risk, integrity risk, and other emerging risks (such as risks related to climate change or infectious diseases), etc.


Operation result of Risk Management Committee

  1. The committee was established with the approval of the board of directors on November 9, 2022. The current term of office is from May 27, 2025 to May 26, 2028. August 7, 2025, one meeting was held up to date.
  2. The first risk management meeting was held on August 7, 2025 to report on the implementation of risk management.
  3. The attendance of the current committee members at risk management meetings is as follows:
Job Title Name Actual Attendance Times of Attendance Actual Percentage of Attendance (%)
Chairman Charly Chen 1 1 100% -
Independent Director Jimmy Tseng 1 1 100% Convener
Kin-Tsau Lee 1 1 100% -
Jen-Tern Huang 1 1 100% -



Sustainability Development Committee

To achieve sustainability development goals and enhance sustainable governance, the Ingentec corp. established the Sustainability Development Committee on December 26, 2024. The committee shall consist of no fewer than three members, appointed by resolution of the Board of Directors. Members must possess professional knowledge and skills in corporate sustainability, with at least one director participating in supervision.

Authorized by the Board of Directors, the committee shall diligently and faithfully perform the following duties and report to the Board:

  1. Formulate, promote, and strengthen the company's sustainability policies, annual plans, and strategies.
  2. Review, track, and amend the implementation and outcomes of sustainability initiatives.
  3. Supervise the disclosure of sustainability information and review the sustainability report.
  4. Oversee the execution of the company's sustainability development code or other sustainability-related tasks as resolved by the Board of Directors.

The committee is supported by the following task forces, which report on the implementation of sustainability initiatives:

  1. Corporate Governance Group
  2. Sustainable Environment Group
  3. Social Welfare Group
  4. Sustainable Information Disclosure Team


Organization


Operation result of Sustainability Development Committee

  1. The committee was established with the approval of the board of directors on December 26, 2024. The current term of office is from May 27, 2025 to May 26, 2028. July 17, 2025, one meeting was held up to date.
  2. The second meeting of the first term was held on March 6, 2025, to review the major topics of the 2024 Sustainability Report and approve the appointment of PricewaterhouseCoopers as the third-party firm to independently verify the Sustainability Report.
  3. The first meeting of the second term was held on July 17, 2025, to review the 2024 Sustainability Report and upon approval, submit it to the Board of Directors for discussion that same day.
  4. The attendance of the current committee members at risk management meetings is as follows:
Job Title Name Times of Attendance Actual Attendance Actual Percentage of Attendance (%)
Chairman Charly Chen 1 1 100% Convener
Independent Director Kin-Tsau Lee 1 1 100% -
Jen-Tern Huang 1 1 100% -
Jimmy Tseng 1 1 100% -





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