Corporate Governance

Organization

▪ChipMOS established Audit Committee on June 28, 2007.

▪The <Audit Committee Charter> approved by the Board of Directors.

▪Audit Committee members:

The Committee was composed of the entire number of independent directors, and at least one of whom shall have accounting or financial expertise.

1.Independent Director Chin-Shyh Ou (Convener)

2.Independent Director Kuei-Ann Wen        4.Independent Director Yeong-Her Wang

3.Independent Director Hui-Fen Chan         5.Independent Director Hong-Tzer Yang

*To know more about Audit Committee members please refer to 10th Board of Directors; committee member’s professional qualification and experience, please refer to the  attachment.

Authority

▪Assist the Board of Directors to perform supervisory duties.

▪Exercise the authority required by the Company Act, the Securities and Exchange Act and related laws and regulations.

▪Supervise the effective implementation of the internal control system. Review asset transactions or derivatives trading, loans of funds, endorsements, or provision of guarantees of a material nature and matters in which a director is an interested party. The hiring, dismissal, compensation, independence, and performance evaluation of a certified public accountants. The appointment or discharge of a financial, accounting, or internal audit officer. Supervise and review fair presentation of the financial reports. Supervise compliance with relevant laws and management of the existing or potential risks of the Company.

Implementation Status

▪Convenes meetings at least once quarterly, and fully communicate with the Company's internal audit unit and certified public accountants.

▪6 Audit Committee meetings held in 2023, and the in-person attendance rate of all Independent Directors was 97%.

▪The attendance of the members can be referred to ChipMOS Annual Report.

Organization

▪Established on March 29, 2012.

▪The <Remuneration Committee Charter> was approved by resolution of the Board of Directors.

▪Membership of the committee: Formed by 3 Independent Directors

1.Independent Director Yeong-Her Wang (Convener)

2.Independent Director Chin-Shyh Ou

3.Independent Director Kuei-Ann Wen

*To know more about Audit Committee members please refer to 10th Board of Directors

Authority

▪Formulate and regularly review the policies, systems, standards and structures of the performance and remuneration of the directors and managers.

▪Regularly evaluate the achievement of the performance of the directors and managers, as well as determine the individual salary content and amount based on the evaluation results obtained from the performance evaluation standards.

Implementation Status

▪Reviewing the results of the Board's performance evaluations and assessing the achievement of directors' and managers' performance goals.

▪Determine the remuneration packages with reference to the industry's salary levels.

▪Total of 6 meetings were convened in 2023.

▪The attendance of 3 independent directors at the meeting are disclosed in the ChipMOS Annual Report

Organization

▪Established on November 2, 2023.

▪The <Nomination Committee Charter> was approved by resolution of the Board of Directors.

▪Membership of the committee: Formed by 3 Independent Directors

1.Independent Director Yeong-Her Wang (Convener), Expertise: Corporate Governance

2.Independent Director Hui-Fen Chan, Expertise: Legal

3.Independent Director Hong-Tzer Yang, Expertise: Corporate Governance

*To know more about Audit Committee members please refer to 10th Board of Directors

Authority

▪Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the Board, and finding, reviewing, and nominating candidates for directors based on such standards.

▪Establishing and developing the organizational structure of the Board and each functional committee.

Implementation Status

▪Total of 1 meetings were convened in 2023, and the in-person attendance rate of all Independent Directors was 100%.

Organization

▪Ms. Silvia Su, Vice President of the Finance & Accounting Management Center, acts the Corporate Governance Officer.

▪The qualifications of Corporate Governance Officer meet the requirements of the Company's <Corporate Governance Best Practice Principles>, and 

the professional education of Corporate Governance Officer completed each year in accordance with regulations. Professional education of the Corporate Governance Officer in 2023

Authority

▪The Corporate Governance Officer is the most senior officer to be in charge of corporate governance affairs. 

The authority of the Corporate Governance Officer are as follows: Handle matters relating to the board and shareholders' meetings  according to laws, produce minutes of board meetings and shareholders meetings, assist in onboarding and continuous development of directors, furnish information required for business execution by directors, assist the directors with legal compliance, etc.

Implementation Status

▪The key points of implementation of corporate governance affairs are as follows: 

1. 7 Board of Directors meetings, 6 Audit Committee meetings and 1 Nomination Committee meetings held in 2023.

2. 1 Annual Shareholders' Meeting held in 2023.

3. The continuing education of directors is in compliance with the regulations every year.

4. The Company has purchased Directors and Officers Liability Insurance, and reports to the Board of Directors after renewal.

Organization

▪Set up dedicated Audit Office that directly reports to the Board of Directors.

▪The appointment, dismissal, evaluation, and compensations and remuneration of internal auditors: 

1. Executed in line with provisions of ChipMOS's Human Resources Regulations.

2. The appointment and dismissal of the internal auditor supervisor shall be approved by the Audit Committee and submitted to the Board of 

Directors for approval. The evaluation is conducted by the Chairman, while the compensations and remunerations are determined by the Board

of Directors after the Remuneration Committee has submitted a recommendation for the relevant compensations.

3. Appointment, dismissal, evaluation and compensations and remunerations of other internal auditors shall be submitted to the internal auditor 

supervisor to the Chairman for approval.

Authority

▪Inspect and review of the effectiveness of the design of the internal control system and its implementations.

▪Provide consulting for internal control and recommended improvements for internal departments.

Implementation Status

▪Reports the implementation status of the internal control to the Board of Directors and the Audit Committee at least once in each quarter;

7 reports were submitted to the Board of Directors, and 6 were submitted to the Audit Committee in 2023.

▪Discuss the internal control and topics of concern to the Independent Directors with the convener of the Audit Committee via email, 

meetings/seminars; 1 closed door session was carried out in 2023.