Audit and Compensation Committee

PTC’s Audit Committee has been set up since 2006, and the latest-term committee was formed in 2023 by four new independent directors. The Audit Committee is taking the responsibility for carrying out the fair representation of the Company's financial statements, appointment or dismissal of attesting CPAs and evaluation of CPAs’ independence and performance, effective implementation of the Company’s internal control, the Company's compliance with relevant laws and regulations, control and management of existing or latent risks, etc.

The Audit Committee meets regularly each quarter. The Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It can invite the Company's management team, internal auditors, the Company's independent external auditors, and all employees of the Company to join the meeting.

Four independent directors are selected at the Company’s Regular Shareholders’ Meeting to form the Audit Committee. Its primary duties are as follows:


  1. Stipulation or amendment of internal control system in accordance with Article 14-1 of the Securities and Exchange Act
  2. Appraisal of internal control system effectiveness
  3. Formulate or revise the handling procedures for the acquisition or disposal of assets, engagement in derivative transactions, loaning of funds to others, provisions of endorsement or guarantee to others, and other significant financial or business actions in accordance with the provisions in Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the personal interest of directors.
  5. Transactions on material assets or derivative commodities.
  6. Material monetary loan, endorsement, or provision of guarantee.
  7. The offer, issuance or private placement of securities of equity nature.
  8. The appointment, discharge or remuneration of certified public accountants.
  9. The appointment and discharge of the head of finance, accounting, or internal audit.
  10. The annual financial statements signed or stamped by the chairman, managerial officers and accounting controller and the quarterly financial statements signed or stamped by the chairman, managerial officers and accounting controller, and reviewed by CPAs.
  11. Business report, proposal for profit distribution or loss make-up.
  12. Other significant matters stipulated by the Company or competent authorities.

PTC's Independent Directors have accounting audit, corporate governance, internal audit control, and financial management expertise:

  1. Independent Director Wu specializes in financial accounting, corporate governance and internal audit, has rich experience in enterprise management, payroll performance management and corporate growth, and has the ability to analyze and apply financial information.
  2. Independent Director Tsai specializes in financial professional, corporate management, etc., and has a US accountant qualification, which is very beneficial to the company's future operation layout and financial planning.
  3. Independent Director Yu Feng Ma serves as the Audit Committee Convener, currently teaches Assistant Professor of Business Administration, St. John's University of Technology, specializing in financial management, corporate governance and financial management, and has extensive experience in business management and business growth, and has the ability to analyze and apply financial information.
  4. Independent Director Chen has a master degree from the Accounting Dept. of National Chengchi University and has served as an independent director and audit committee member of the company since 2023. He serves as a partner accountant at Nexia United Accounting Firm. He specializes in financial accounting and corporate governance. internal auditing and other professional capabilities. He has extensive experience in corporate operations and corporate growth, and have the ability to analyze and apply financial information.




PTC’s Compensation Committee has been set up since 2011, and the latest-term committee was formed in 2023 by four new independent directors. The Committee holds at least two meetings per annum, taking the responsibility for the formulation and regular evaluation of the Company's overall compensation policy; formulation and regular review of the policy, system, standards and structure in relation to directors' and managerial officers' performance evaluation and compensation. In 2024, the compensation committee meeting was held two times and compensation committee attendance rate was 100%. Terms of reference of the Compensation Committee are as follows:

  1. To formulate and regularly review the performance evaluation criteria for Directors and Managers, annual and long-term performance targets, and compensation policies, systems, standards and structures, and discloses the performance evaluation criteria in the Annual Report.
  2. Evaluate the performance goals of Directors and Managers on a regular basis, and determine the content and amount of individual compensation based on the evaluation results obtained from performance evaluation criteria. The Annual Report shall disclose the individual performance evaluation results of Directors and Managers, and the correlation and rationality of the content and amount of individual compensation and performance evaluation results, and report in the Shareholders' Meeting.

 

The Committee shall comply with the following principles in the performance of its previous functions:

  1. The performance evaluation and salary compensation of Directors and Managers should refer to the usual level of expenditure, and consider the personal performance evaluation results, personal performance, company operating performance and future risks.
  2. Directors and Managers should not be guided to the pursuit of salary and compensation to overtake the company's risk appetite.
  3. The ratio of dividend disbursement for the short-term performance of Directors and Senior Managers and part of the change in salary payment time should be determined by taking into account industry characteristics and the business nature of the company.
  4. The content and amount of compensation of Directors and Managers should consider its rationality. The decision of compensation of Directors and Managers should not be significantly deviated from financial performance. If there is a major recession in profit or long-term loss, the salary shall not be higher than the previous year, if still higher than the previous year, the Annual Report should be Disclosure of the rationality statement and reported at the Shareholders' Meeting.
  5. Members of the Committee shall not join the discussion and vote on their decisions on their personal compensation.