Functional Committees | Sinyi Realty Inc. | Investor Relations

Sinyi Realty
Functional Committees

Functional Committees

Functional Committees

Remuneration Committee

Committee Charter

In order to intensify corporate governance and strengthen the Board’s compensation management function, Sinyi established the Remuneration Committee and approved the Remuneration Committee Charter on August 27, 2010. 
The main duties of the Committee as follows:

  • To formulate and review periodically the policies, systems, standards and structure of performance evaluation and compensation of directors and managers.
  • To review periodically the compensation of directors and managers.
  • To review incentive bonus and employee stock option plans.
  • To reassess the adequacy of the Charter and recommend any proposed changes to the Board.

To execute other matters designated by the Board of Director. Please consult the Company’s Annual Report for the relevant year for the number of meetings convened.

Nomination Committee

Committee Charter

The Committee is comprised of 5 board members including all independent directors. The Committee will convene at least once a year, and the Committee shall exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion.  The board meeting approved the above decision.
The main duties of the Committee as follows:

  • Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, supervisors and senior executives, and finding, reviewing, and nominating candidates for directors, supervisors, and senior executives based on such standards.
  • Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.
  • Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives.
  • Establishing corporate governance guidelines of the Company.

Business Ethics and Sustainable Development Committee

Committee Charter

In October 2023, the Board of Directors established the "Business Ethics and Sustainable Development Committee" to conduct preliminary reviews and audits of significant proposals, thereby enhancing the quality of the board's resolutions. The committee is composed of the Chairman, two independent directors, and two senior executives (Vice Presidents), and meets quarterly. Its main responsibilities include:

  1. Reviewing the company's sustainable development direction, strategies, goals, and annual plans, and formulating relevant management policies and specific implementation plans.
  2. Reviewing and supervising the execution and effectiveness tracking of corporate ethics and sustainable development.
  3. Handling other matters as resolved by the Board of Directors.
  4. Amending the organizational regulations of this committee.

Member

14th Functional Committees Members

Name Title Audit Committee Remuneration Committee Nomination Committee Business Ethics and Sustainable Development Committee
Chou Ken-Yu Chairperson
Jhan Hong-Chih Independent Director
Yen Lou-Yu Independent Director
Lee Yi-Li Independent Director
Wu Chih-Wei Independent Director
Chou Chun-Chi Director
Yang Bai-Chuan Chief Ethics Officer

Convenermember

Implementation of Functional Committees

Implementation of Audit Committee

  1. The key tasks of the Audit Committee include:
  • Enact and update the internal control system in accordance with Article 14-1 of Securities and Exchange Act
  • Evaluate the effectiveness of the internal control system
  • Enact and update Procedures for the Acquisition or Disposal of Assets, Derivative Financial Instrument Transaction, Regulations Governing Loaning of Funds
    and Making of Endorsements/Guarantees by Public Companies, Regulations Governing Enforcement of Endorsements/Guarantees and such behaviors in
    major financial affairs in accordance with Article 36-1 of Securities and Exchange Act
  • Deal with issues involving interests of directors themselves
  • Transaction on major assets or derivative financial instruments
  • Significant loaning of funds and making of endorsements/guarantees
  • Raise, issue or privately-offer equity attributed negotiable securities
  • Appoint, discharge and pay the certifying Certified Public Accountants
  • Appoint, discharge heads on finance, accounting and internal audit
  • Work out quarterly and annual financial statements
  • Carry out other key issues as specified by the Company or competent authorityies

2. Tenure of office of Remuneration Committee members of the current session: May 30, 2022~May 18, 2025.
3. In 2023, the Audit Committee convened a total of 9 meetings, with an average participation rate of 92%. The independent directors show the following participation facts:

 
Title Name Times of Attendance in Person Times of Attendance by Proxy Actual Attendance Rate (%) Remarks
Committee member (Convener) Yen Lou-Yu 9 - 100% Nil
Committee member Jhan Hong-Chih 7 2 75% Entrusted the other Committee member to attend the meeting on Feb 22th and May 30th.
Committee member Lee Yi-Li 8 1 89% Entrusted the other Committee member to attend the meeting on Jan 18th.
Committee member Wu Chih-Wei 9 - 100% Nil
Total 33 3 92%

Implementation of Remuneration Committee

  1. The Company’s Remuneration Committee is composed of four (4) members.
    Position Names Professional qualifications and experience
    Independent
    Director
    (Convener)
    Lee Yi-Li (1) Being the member of the Company’s Audit Committee and she has many years of rigorous risk management experience in foreign banks and has business operation practices, helping the Company to be more diversified and innovative and young thinking.
    (2) There are none of the situations in Article 30 of the Company Act.
    Independent
    Director
    Jhan Hong-Chih (1) Being the member of the Company’s Audit Committee, he is also the founder of PChome Online & Publishing Group and Cite publishing Group and the president of PChome Online Inc., leading PChome Online Inc. to become the leading integrated network service provider group in Taiwan, which provide online services such as ecommerce, online financial services and portals.
    (2) There are none of the situations in Article 30 of the Company Act.
    Independent
    Director
    Yen Lou-Yu (1) Being the member of the Company’s Audit Committee, he had served as a partner of Deloitte & Touche, etc. He is a Certified Public Accountant in the State of Illinois and the Republic of China. He is expert at corporate strategy, corporate operations framework planning, electronic solution design and introduction, and corporate organizational restructuring and change promotion.
    (2) There are none of the situations in Article 30 of the Company Act.
    Independent
    Director
    Wu Chih-Wei (1) Being the member of the Company’s Audit Committee and he has many years of rigorous risk management experience in banks and has experience in real estate development industry, helping the Company to be more diversified.
    (2) There are none of the situations in Article 30 of the Company Act.
  2. Tenure of office of Remuneration Committee members of the current session: May 30, 2022~May 18, 2025.
  3. The Remuneration Committee convened 8 meetings in 2023 with 91% of the average attendance rate. The attendance facts of the Remuneration Committee were enumerated below:
 
Title Name Times of Attendance in Person Times of Attendance by Proxy Actual Attendance Rate (%) Remarks
Committee member (Convener) Lee Yi-Li 7 1 88% Entrusted other member to attend the meeting on Jan 18th.
Committee member Jhan Hong-Chih 6 2 75% Entrusted other member to attend the meeting on Feb 22th and May 30th.
Committee member Yen Lou-Yu 8 - 100% Nil
Committee member Wu Chih-Wei 8 - 100% Nil
Total 29 3 91%

4. As of 2023, the Remuneration Committee meeting date and proposal review information: Download
 

Implementation of Nomination Committee

  1. The Company’s Nomination Committee is composed of five (5) members.
    Position Names Professional qualifications and experience
    Independent
    Director
    (Convener)
    Jhan Hong-Chih Having served as the chairperson of a listed company for many years with profound
    talent and hands-on experiences accumulated in selecting right talents and
    organizational management.
    Independent
    Director
    Yen Lou-Yu Having served as the Senior Partner for Big Four Accountant firms and managerial &
    consulting firms of the global scale for many years with profound talent, social
    network and hands-on experiences accumulated in selecting right talents and
    organizational management.
    Independent
    Director
    Lee Yi-Li Having served as the general manager of listed companies for many years with
    profound talent and hands-on experiences accumulated in selecting right talents and
    organizational management.
    Independent
    Director
    Wu Chih-Wei Having served as the general manager of banks for many years with
    profound talent and hands-on experiences accumulated in selecting right talents and
    organizational management.
    Director Chou Chun-Chi Having served as the chairperson of the Company for many years with profound talent
    and hands-on experiences accumulated in selecting right talents and organizational
    management.
  2. Tenure of office of Nomination Committee members of the current session: from May 30, 2022, to May 18, 2025.
  3. In 2023, the Nomination Committee convened three (4) meetings with 90% of the average attendance rate. The attendance facts of the Nomination Committee were enumerated below:
 
Title Name Times of Attendance in Person Times of Attendance by Proxy Actual Attendance Rate (%) Remarks
Committee member (Convener) Jhan Hong-Chih 3 1 75% Entrusted other member to attend the meeting on Feb 22th.
Committee member Yen Lou-Yu 4 - 100% Nil
Committee member Chou Chun-Chi 4 - 100% Nil
Committee member Lee Yi-Li 3 1 75% Entrusted other member to attend the meeting on Jan 18th.
Committee member Wu Chih-Wei 4 - 100% Nil
Total 18 2 90%
 

Business Ethics and Sustainable Development Committee

1.The Company's Business Ethics and Sustainable Development Committee is composed of four (4) members.
Position Names Professional qualifications and experience
Committee member (Convener) Chou Ken-Yu The chairperson and transformation chief of the Company possess extensive experience as both a front-line businessperson and a staff unit, coupled with exceptional digital technology capabilities. His professional expertise spans operations management, leadership decision-making, industrial knowledge, and corporate sustainability. Committed to pioneering innovative thinking, he aspires to lead traditional industries into new frontiers. In the future, he remains dedicated to steering the Compancy and collaboratively crafting a vision for sustainable development.
Committee member Yen
Lou-Yu
The independent directors of the Company bring rich experience from their roles as partners in prominent global accounting firms and as senior executives in management consulting companies over an extended period. They possess diverse professional skills encompassing corporate operational management, leadership decision-making, crisis management, and in-depth industry knowledge, having served in numerous capacities. Their insights are further enhanced by their roles as independent directors in listed companies, attesting to their understanding of the paramount importance of sustainable corporate development.
Committee member Wu
Chih-Wei
The Company's independent directors, distinguished by their exceptional expertise in construction project supervision, financial analysis, and strategic acquisitions, possess a deep understanding of the critical importance of fostering sustainable development in enterprises. With a wealth of experience serving as independent directors in numerous listed companies, their insights are invaluable. One notable director has previously held the position of an independent director at Cathay Construction Co., Ltd., a prominent domestic benchmark company in the construction industry. Bringing to the table not only high supervision standards and practical knowledge in construction but also an ESG-focused mindset, these directors are poised to play a pivotal role in advancing the Company's sustainable development initiatives and enhancing overall performance.
Committee member Yang
Pai-Chuan
The ethics chief and human resources chief of the Company boast a wealth of professional experience. Previously, he held positions such as CEO of AACSB certification promotion at the School of Management of Fu Jen Catholic University, director of the China Business Ethics Education Association, and Dean of Academic Affairs at Fu Jen Catholic University, showcasing exceptional leadership skills. His professional expertise encompasses corporate ethics-oriented decision-making and the establishment of human resource management systems. Committed to instilling ethical values within the enterprise, he is dedicated to fostering a culture of integrity and ethical conduct.

  2. Tenure of office of Business Ethics and Sustainable Development Committee members of the current session: October 27, 2023~May 18, 2025.
  3. The Business Ethics and Sustainable Development Committee convened 1 meetings in 2023 with 100% of the average attendance rate. The attendance facts of the Business Ethics and Sustainable Development Committee were enumerated below:​​​
Title Name Times of
Attendance in
Person
Times of
Attendance by
Proxy
Actual
Attendance Rate
(%)
Remarks
Committee member (Convener) Chou Ken-Yu 1 - 100% Nil
Committee member Yen
Lou-Yu
1 - 100% Nil
Committee member Wu
Chih-Wei
1 - 100% Nil
Committee member Yang
Pai-Chuan
1 - 100% Nil
Committee member Chou
Chuang-Yun
1 - 100% Nil
Total 5 - 100%