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The Board has set up 4 Board Committees, namely the Remuneration Committee, the Audit Committee, the Nomination Committee and the Executive Committee to oversee particular aspects of the Group’s affairs.
The Board committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances, at the Company’s expenses. |
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| (1) Remuneration Committee |
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The Remuneration Committee currently comprises 4 INEDs and 2 non-executive directors, namely:
• Hsia Li-Yan (Chairman)
• Ting Yu-Shan
• Han Chia-Yau
• Harn Jia-Chen
• Lee Tsai,Yu-Ling
• Kao, Koong-Lian
The Remuneration Committee is governed by its terms of reference adopted on 8 March 2024, which are closely aligned with the relevant Code Provisions requirements. The terms of reference are made available on the Company’s website www. dfa3999.com and HKEx’s website www.hkex.com.hk.
The primary functions of the Remuneration Committee include:
• to make recommendations on the establishment of procedures for developing remuneration policy and structure of the executive directors and the senior management;
• to make recommendation to the Board on the Company’s policy and structure for all remuneration of directors and senior management;
• to make recommendation to the Board on the establishment of a formal and transparent procedure for developing policy on such remuneration;
• to review and approve the performance-based from time to time. remuneration by reference to corporate goals and objectives resolved by the Board
During 2023, 2 Remuneration Committee meetings were held on 28 April 2023 and 2 November 2023 . The attendance records of each member of the Remuneration Committee at the said Committee meetings are sets out below:
Directors Attendance/ Number of Meeting(s)
• Han Chia-Yau 2/2
• Harn Jia-Chen 2/2
• Chen Chih 1/1
(resigned as Director, effective on 30 June 2023)
• Way Yung-Do 1/1
(resigned as Director, effective on 30 June 2023)
• Ting Yu-Shan 2/2
• Hsia Li-Yan 2/2
• Lee Tsai,Yu-Ling 1/1
(appointed as Director,effective on 30 June 2023)
• Kao, Koong-Lian 1/1
(appointed as Director,effective on 30 June 2023)
During the meeting, the Remuneration Committee conducted various work including:
•reviewed a report prepared by the management regarding the human resources and remuneration policy and workforce optimization measures of the Company in 2023;and
•considered and discussed the directors’ fees of Ms. Lee Tsai, Yu-Ling and Mr. Kao Koong Lian.
The management provides administrative support and implements the approved remuneration ackages and other human resources related decisions approved by the Remuneration Committee. |
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 Terms of Reference of the Remuneration Committee |
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The Audit Committee currently comprises 4 INEDs, namely:
• Ting Yu-Shan (Chairman)
• Hsia Li-Yan
• Lee Tsai,Yu-Ling
• Kao, Koong-Lian
The Chairman of the Audit Committee is a professional accountant with profound financial and accounting expertise.
The Audit Committee is governed by its terms of reference adopted and amended on 23 March 2012 and 30 October 2015 respectively, which are closely aligned with the relevant Code Provisions requirements. The terms of reference are available on the Company’s website at www.dfa3999.com and HKEx’s website at www.hkex.com.hk.
The Audit Committee usually meets 4 times a year to review the Company’s quarterly, interim and annual results and the integrity of the Group’s financial statements. The Audit Committee is accountable to the Board and assists the Board in meeting its responsibilities in ensuring an effective and adequate system is in place for internal controls and for meeting its external financial reporting obligations and compliance with other legal and regulatory requirements. The Audit Committee also reviews and monitors the scope and effectiveness of the work of external auditors.
The main duties of the Audit Committee include the following:
• review the financial statements and reports;
• review the relationship with the external auditors by reference to the work performed by the external auditors, their fees and terms of engagement, and make recommendation to the Board on the appointment, re-appointment and removal of external auditors;
• review the Group’s compliance with statutory and regulatory requirements;
• consider developments in accounting standards and the effect on the Group;
• review the effectiveness of the system of internal control of the Group;
• propose to the Board in relation to enhancement of the internal control system of the Group.
During 2023, 4 Audit Committee meetings were held.
The attendance records of each member of the Committee at the said Committee meetings are set out below:
Directors Attendance/ Number of Meeting(s)
Ting Yu-Shan 4/4
(Chairman，Became the Chairman of Audit Committee on 30 June 2023 )
Way Yung-Do 2/2
(resigned as Director, effective on 30 June 2023)
Chen Chih 2/2
(resigned as Director, effective on 30 June 2023)
Hsia Li-Yan 3/4
Lee Tsai,Yu-Ling 2/2
(appointed as Director,effective on 30 June 2023)
Kao, Koong-Lian 2/2
(appointed as Director,effective on 30 June 2023)
During the meetings, the Audit Committee reviewed and considered the following:
• the auditing work performed by external auditor;
• the internal control reports submitted by the internal audit department of the Company and the effectiveness of the systems of internal control and risk management of the Group;
• the report on taxation related matters of the Company (if any);
• the completeness and accuracy of the 2022 annual and 2023 quarterly and interim financial statements;
• the developments in accounting standards (if any) and the effect on the Company;
• review internal control measures and defects (if any);
• the audit fees payable to external auditor, the scope and timetable of the audit for year 2023;
• the recommendations to the Board, for the approval by shareholders, for the reappointment of Messrs. KPMG as the external auditor, which the Board agreed and accepted;
the aggregate value, pricing policy and other terms of the continuing connected transactions carried out by the Company;
• the facility arrangement(s) by the Company and its subsidiary;
• the connected transaction in respect of the acquisition of intellectual property rights;
•the renewal of the continuing connected transaction between the Company and DLF-SH; and
• the appointment of consultant for the ESG report of the Company.
The Audit Committee has been advised that it may seek independent professional advice at the expense of the Company wherever necessary. The Audit Committee is also supported by the staff of the internal audit department and the external auditor.
Remuneration of Auditors
A summary of audit and non-audit services provided by KPMG, the Company’s auditors for the year ended 31 December 2023 and their corresponding remuneration is as follows:
Audit services 3,700
Non-audit services
– ESG Consultation Service 153
– Other services 120 |
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| Terms of Reference of the Audit Committee |
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The Nomination Committee currently comprises 4 INEDs and 2 non-executive directors, namely:
•Lee Tsai,Yu-Ling（Chairman）
• Ting Yu-Shan
• Hsia Li-Yan
• Han Jia-Hwan
• Harn Jia-Chen
• Kao, Koong-Lian
The Nomination Committee is bound by its terms of reference, which have been revised by the Board on 9 August 2013, pursuant to the Code. The terms of reference are available on the Company’s website at www.dfa3999. com and HKEx’s website at www.hkex.com.hk.
The main duties of the Nomination Committee include the following:
• to review and supervise the structure, size and diversity of the Board at least annually and to make recommendation to the Board regarding any proposed changes to implement the Company’s corporate strategy;
• to identify qualified individuals to become members of the Board and to select or to make recommendations to the Board on the selection of individuals nominated for directorships;
• to assess the independence of the independent non-executive directors;
• to make recommendations to the Board on the appointment, re-appointment and succession planning of Directors; and
• to review the Board Diversity Policy (details of the Board Diversity Policy are set out in the sub-section headed “Board Diversity Policy” below).
In 2023,2 Nomination Committee meetings were held on 28 April 2023 and 2 November 2023 respectively. The attendance records of each member of the Committee at the said Committee meetings are set out below:
Directors Attendance/ Number of Meeting(s)
Lee Tsai,Yu-Ling 1/1
（Chairman，appointed as Director,effective on 30 June 2023）
Chen Chih 1/1
(resigned as Director, effective on 30 June 2023)
Harn Jia-Chen 1/2
Han Jia-Hwan 0/2
Way Yung-Do 1/1
(resigned as Director, effective on 30 June 2023)
Ting Yu-Shan 2/2
Hsia Li-Yan 1/2
Kao, Koong-Lian 1/1
(appointed as Director,effective on 30 June 2023)
During the meetings, the Nomination Committee reviewed the following:
• considered the changes in the composition of the board and board committees of the company, including the appointment and resignation of directors and board committee and appointment of chairmen/ chairlady of board committees;
• reviewed the current Board structure, diversity and composition (including the skills, knowledge and
experience);
• assessed the independence of all independent nonexecutive Directors;
• reviewed the diversity of the Board taking into account a number of factors as set out in the Board Diversity Policy;and
• reviewed the necessary time for the Directors to discharge their duties and responsibilities.
The Nomination Committee has been advised that it may seek independent professional advice at the expense of the Company wherever necessary. |
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| Terms of Reference of the Nomination committee |
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The Board has delegated responsibilities to the Executive Committee for making certain decisions for the management of the Group. In accordance with its terms of reference, members of the Executive Committee shall be appointed by the Board from amongst the executive directors and senior management of the Company only. The Executive Committee consists of no more than 7 Members, which include executive Directors, the chief operation officers, the chief financial officer of the Company as members. The Executive Committee currently comprises the following members as follows.
• James Chun-Hsien Wei (Chairman, Executive Director, Chief Executive Officer)
• Han Chia-Yin (Executive Director)
• Lan Yung Hsu (Chief Financial Officer)
• Jonathan Fang-Tsu Han（Vice President）
The Executive Committee is bound by its terms of reference, which were amended by the Board on 12 March 2010 and 16 December 2016, and 22 march 2019.
The main duties of the Executive Committee include the following:
• carry out any duties as the Board may delegate from time to time;
• approve any routine matters or matters concerning day-to-day operation of the Group;
• formulate for the Board’s review the Group’s overall corporate governance policy and investor relation policy;
• implement the annual business plan, operating and capital expenditure budgets of the Company as approved by the Board;
• implement the strategic plans and long-term objectives as approved by the Board;
• approve publication of price sensitive information in timely manner if required by Listing Rules or statutory requirements.
During 2023, 12 Executive Committee meetings were held.
The attendance records of each member of the Committee at the said Committee meetings are set out below:
Attendance/ Number of Members Meeting(s)
• James Chun-Hsien Wei 12/12
• Han Chia-Yin 12/12
• Lan Yung Hsu 12/12
• Jonathan Fang-Tsu Han 12/12 |
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| Terms of reference -executive committee |
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