Committees

To enhance the oversight responsibility of the Board of Directors and enhance corporate governance mechanisms, the company established an Audit Committee on December 8, 2022. The committee comprises all independent directors, totaling three members, with Mr. Hsu Chung-Yuan, who serves as a professor in the Department of Accounting at National Chengchi University, appointed as the Chairman and Convener.

The qualifications and experience of the committee members are as follows:

1. Establishment or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of internal control systems.
3. Establishment or amendment of procedures for significant financial transactions, such as acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
4. Matters involving conflicts of interest of directors themselves.
5. Significant asset or derivative transactions.
6. Significant lending of funds, endorsements, or guarantees.
7. Fundraising or issuance of securities.
8. Appointment, dismissal, or remuneration of certifying accountants.
9. Appointment or removal of financial, accounting, or internal audit executives.
10. Annual financial reports signed or stamped by the Chairman, executives, and accounting officer, and the second-quarter financial reports requiring certification by certified public accountants.
11. Other significant matters as stipulated by other companies or supervisory authorities.

The Audit Committee convenes at least once per quarter. The first session of the Audit Committee was held six times on January 12, 2023, March 27, 2023, May 3, 2023, May 15, 2023, August 10, 2023, and December 27, 2023. Matters were discussed and submitted to the Board of Directors for deliberation.

The Compensation Committee of the company, appointed by the Board of Directors, shall consist of no less than three members, with the majority of its members being independent directors.

1. Periodically review and propose revisions to this regulation.
2. Establish and periodically review the performance evaluation criteria for directors, supervisors, and executives of VSO, as well as annual and long-term performance objectives, and the policies, systems, standards, and structures of compensation. Furthermore, disclose the contents of the performance evaluation criteria in the annual report.
3. Periodically assess the achievement of performance objectives for VSO's directors, supervisors, and executives, and, based on the evaluation results obtained according to the performance evaluation criteria, determine the content and amount of their individual compensation and disclose it in accordance with the "Regulations Governing the Preparation of Annual Reports of Public Companies" (referred to as the "Annual Report Regulations") and in the shareholder meeting report.

The Compensation Committee convenes at least twice annually. The second session of the Compensation Committee was held four times on January 12, 2023, March 27, 2023, May 15, 2023, and December 27, 2023.

Attendance of committee members at the 112th fiscal year's Compensation Committee meetings is as follows:

In the first quarter of 2023, the Board of Directors successively approved the establishment of Sustainable Development Guidelines and organizational regulations for the Sustainable Development Committee. On March 27, 2023, the Sustainable Development Committee was formed, with a resolution from the Board of Directors appointing at least three members or directors, the majority of whom should be independent directors. The committee elected one member as the Chairman. As per the aforementioned provisions, the members of the Sustainable Development Committee include Chairman Jien Chung-Cheng, CEO Tsai Tsai-Yuan, General Manager Lin Hsing-Hung, and three independent directors: Mr. Hsu Chung-Yuan, Mr. Chiu Hui-Chin, and Mr. Lai Ming-Wei. The committee mutually nominated Chairman Jien Chung-Cheng as the convener, responsible for presenting sustainable development policies, strategies, and goals to the Board of Directors and reporting on the implementation status regularly or as required.

The responsibilities of the Sustainable Development Committee are as follows:

1. Formulating the company's sustainable development policies, including the establishment of objectives, strategies, and action plans for sustainable development, encompassing sustainable environmental practices, social responsibility, corporate governance, and ethical business conduct.
2. Overseeing the execution of decisions made by the committee through various functional execution teams.
3. Each functional execution team is led by a team leader who is responsible for annually reporting their execution plans and outcomes to the committee. The Chairman of the Committee appoints members to compile data from various functional execution teams and submit it to the Board of Directors.