Corporate Governance
Committees
Audit Committee
The Audit Committee is a special committee that is set up under the Board of directors and reports to the Board of directors, mainly in charge of the communication with and oversight of internal and external auditors.
The Audit Committee has the following roles and responsibilities:
1. Review the company's financial information and its disclosure;
2. Supervise and evaluate the work of the external auditor;
3. Supervise and evaluate the work of the internal audit;
4. Supervise and evaluate the company's internal control;
Strategy and Sustainability Committee
The Strategy and Sustainability Committee is a special committee that is set up under the Board of directors and reports to the Board of directors, mainly in charge of deliberating and advising on the company's long-term development strategy, including major investment and financing decisions, and sustainability enhancement in terms of Environmental, Social and Governance (ESG).
The Strategy and Sustainability Committee has the following roles and responsibilities:
1. Discuss, deliberate and advise on the company's long-term development strategy and strategic planning, including enhancements in ESG performance;
2. Evaluate the company's sustainable development strategies and goals formulated by the USI Sustainability Committee and supervise the improvement of ESG implementation;
3. Review the company's ESG reports;
4. Deliberate and advise on major investment and financing decisions;
5. Deliberate and advise on other major issues affecting the development of the company;
6. Other matters related to the development strategy authorized by the Board of Directors
Nomination Committee
The Nomination Committee is a special committee that is set up under the Board of directors and reports to the Board of directors, mainly in charge of advising on the criteria and procedures for the selection of directors and senior management of the company, and reviewing the qualifications of directors and senior management.
The Nomination Committee has the following roles and responsibilities:
The Nomination Committee is responsible for formulating criteria and procedures for the selection of directors and senior management, selecting and reviewing candidates for directors and senior management and their qualifications, and advising the Board of Directors on the following matters:
1. Nominate, appoint or remove directors;
2. Appoint or remove senior management;
3. Perform other functions and powers as conferred by the laws, administrative regulations, China Securities Regulatory Commission (CSRC)'s regulations and the Articles of Association the Company.
Remuneration Committee
The Remuneration Committee is a special committee that is set up under the Board of directors and reports to the Board of directors, mainly in charge of formulating standards for assessing the performance of directors and senior management; formulating and reviewing the remuneration policies and plans for the directors and senior management, and designing the company's equity incentive and employee stock ownership plans.
The Remuneration Committee has the following roles and responsibilities:
The Remuneration Committee is mainly in charge of formulating standards for assessing the performance of directors and senior management; formulating and reviewing the remuneration policies and plans for the directors and senior management, and advise the Board of Directors on the following matters:
1. The remuneration of directors and the senior management;
2. Formulate or change stock incentive plans and employee stock ownership plans, and the fulfillment of requirement for the granting shares and options to employees and the exercise of the rights;
3. Stock ownership plans by directors and senior management in proposed spinoffs;
4. Other matters stipulated by laws, administrative regulations, CSRC’s regulations and the Articles of Association of the Company.
| Special Committee | Convener | Member |
|---|---|---|
| Strategy and Sustainability Committee | Jeffrey Chen | Jeffrey Chen, Chen-Yen Wei, Neng Chao Chang, Andrew Robert Tang, Yifan Li, Wei Guo, Li Zhang |
| Audit Committee | Yongtao Cang | Yongtao Cang, Jiangdong Huang, Wei Guo, Jeffrey Chen, Yifan Li |
| Remuneration Committee | Jiangdong Huang | Jiangdong Huang, Yongtao Cang, Wei Guo, Li Zhang, Chen-Yen Wei |
| Nomination Committee | Wei Guo | Wei Guo, Jiangdong Huang, Yongtao Cang, Jeffrey Chen, Chen-Yen Wei |
