LITE-ON is committed to pursue the transparency, timeliness and fairness of corporate governance and financial report. In order to complete and strengthen the mechanism of organizational operation, LITE-ON established functional committees as “Audit Committee”, “Compensation Committee”, “Growth Strategy Committee” and "Corporate Sustainability Committee" in the board.
No less than three members of the committee, and more than half are independent directors, and possess the professional abilities required by the committee：
Chairperson: Independent Director Albert Hsueh
Members: Independent Director Harvey Chang, Independent Director Edward Yao-Wu Yang, Independent Director Mike Yang
The Audit Committee consists entirely of independent directors. The duties of its four members are to assist the board of directors in reviewing the company's financial statements, internal control systems, audit practices, accounting policies, major asset transactions, and appointment/dismissal of external auditors, finance officers, accounting officers, and internal auditors so as to ensure compliance with government regulations.
Effective internal control systems and audit operations are the foundation of sound corporate governance. In order to maintain an effective internal control system, particularly in the area of risk management, financial and operational control, the Audit Committee regularly reviews reports submitted by internal auditors and assesses the independence of the company's financial statement auditors, thereby ensuring the utmost integrity in financial reporting.
The communications between independent directors and the Chief Audit Officer and the certified public accountants:
(1) Communications are established through Audit Committee or individually with independent directors via meetings or e-mails.
- The Chief Audit Offcer reported to the Audit Committee on the establishment and amendment to the internal control system.
- The Chief Audit Officer reported to the Audit Committee on the annual self- assessment of the implementation and results on the internal control systems.
- The Chief Audit Officer reported to the Audit Committee on the annual audit plan and the implementation of the plan quarterly.
- The Chief Audit Offcer reported to the Chairman of Audit Committee on audit projects quarterly.
- The Chief Audit Offcer reported to the Audit Committee on the fndings of each audit and the tracking of corrective actions and preventive actions.
- The Chief Audit Offcer provided information on the addition or amendment of laws governing securities and exchange to the Audit Committee.
- The Chief Audit Offcer presented to the Audit Committee the report on the conduct of special audits prescribed by the committee and the fndings.
- The certifed public accountants reported to the Audit Committee the fndings of their quarterly/annually review or audits on the Company’s fnancial results, and also the communication of the relevant law and regulation or any other modify issues.
(2) The communication matters between the independent directors and the Chief Audit Offcer, the certified public accountants:
The communication channels are functioned well. Please click below link for further communication matters:
(3) Main Points of Discussion by the Audit Committee
According to LITE-ON's "Audit Committee Organizational Rules," the Audit Committee meets at least once every quarter.
Please click below link for main Points of discussion by the Audit Committee:
Chairperson: Independent Director Harvey Chang
Members: Independent Director Edward Yang, Independent Director Albert Hsueh, Independent Director Mike Yang
The Compensation Committee was established in 2009 to strengthen corporate governance and align the company with international practices. The Compensation Committee deliberates the company's compensation policies. It was the first Compensation Committee in Taiwan to be granted powers second only to those of the board of directors among publicly-listed companies at that time, something which soon became the norm for all local companies.
Duties of the Compensation Committee extend beyond employees' incentives and bonuses, to cover performance appraisals and remuneration of directors and executive managers as well. LITE-ON's Compensation Committee consists of four members; all of whom are chosen from independent directors to ensure objectivity, professionalism and fairness of the committee, while avoiding any conflicts of interest those members may have with the company.
The Compensation Committee reviews the company's remuneration policies and plans for a regular basis to ensure that they sufficient to attract, motivate and retain talent. The committee reviews the performance and remuneration of directors,and managers, and evaluates employee bonuses on a yearly basis. To ensure that its compensation packages are reasonable and competitive as a whole, the company regularly invites professional consultants to conduct overall comparison and analysis of the company's compensation packages and market rates. The results are duly submitted to the Compensation Committee.
Remuneration of directors, LITE-ON's highest level of the governing body, is distributed according to the duties and the independence of the directors and the duties associated with serving concurrently as the committee chairman. The members of this committee shall not participate in the discussion and voting on the decision of individual remuneration.Furthermore, the total amount paid to the directors is linked to business performance by a percentage, and there is a limit on the amount of money. The amount will be reviewed by the Compensation Committee, and may not be implemented without the board's approval.
According to LITE-ON'S "Compensation Committee Organizational Rules", the Compensation Committee convenes at least twice every year.
Main Points of Discussion by the Compensation Committee
Please click below link for main Points of discussion by the Compensation Committee:
Growth Strategy Committee
Chairperson: Independent Director Edward Yao-Wu Yang
Members: Director Warren Chen, Director Keh-Shew Lu, Director Tom Soong, Independent Director Harvey Chang, Independent Director Albert Hsueh, Independent Director Mike Yang
In order to enhance and accelerate the growth policies of LITE-ON Technology and LITE-ON Group, the Growth Strategy Committee was established in 2010. The Committee is authorized by Board of Directors to direct and review the Company’s and the Group’s overall growth strategies, and to preview the Company’s and the Group’s important investment projects. It reports its resolutions regularly to the board of directors. The Committee’s direction and assistance extend to LITE-ON Technology and its subsidiaries and business units designated by LITE-ON Technology. The Committee consists of at least 5 directors from LITE-ON. The candidates for deputy convener and members shall be nominated by the Board of Directors. The Company may, if necessary, retain external advisors to provide the committee members with the comments needed by the members, but the external advisors may not participate in making resolutions. The Committee shall call the committee meeting at least once every six months, and the meeting shall be attended by more than two-thirds of the committee members, and may make resolution upon agreement of a majority of the present members. The Committee will report any resolutions made at the meeting to the Board of Directors. A total of two Growth Strategy Committee meetings were held in 2018.
Main Points of Discussion by the Growth Strategy Committee
Please click below link for main Points of discussion by the Growth Strategy Committee:
Main Points of Discussion by the Growth Strategy Committee
Corporate Sustainability Committee
Chairperson: Director Warren Chen
Members: Director Tom Soong、Independent Director Edward Yang、Independent Director Harvey Chang、Independent Director Albert Hsueh、Independent Director Mike Yang
To fulfill the vision of LITE-ON Technology Corporation ("the Company") of being "the best partner in opto-electronics, energy conservation and smart technologies" and to support and strengthen the sustainability and corporate social responsibility related corporate governance mechanisms in the Company. In April 2019, LITE-ON approved the Corporate Sustainability Committee, which is managed by the Board, as the highest level of governing body for LITE-ON sustainable development. It was one of the few Taiwanese Companies to be granted powers of sustainable governance to the board of directors among publicly-listed companies.
The Committee shall be composed of three or more individuals selected by the board of directors from within the Company. Half or more of the members shall be independent directors. An Executive Office and two functional teams, "CSR" and "Sustainability and Ethical Management", are created under the Committee to ensure sustainability related activities, including sustainability governance, ethical management, and environmental and social aspect, are implemented and executed. Pursuant to Article 6 of the LITE-ON Technology Corporation Corporate Sustainability Committee Charter, the Committee shall convene at least twice a year. Please click below link for Main Points of Discussion by the Corporate Sustainability Committee:
Main Points of Corporate Sustainability Committee