Functional Committees | Sinyi Realty Inc. | Investor Relations

Sinyi Realty
Functional Committees

Functional Committees

Functional Committees

Audit Committee

Committee Charter
Sinyi Realty Inc. (the “Company”) established an Audit Committee on September 12, 2007 consisting of three independent directors experienced in management, law and finance. In 2013 director election, the Company increased a seat for independent director to assists Board of Directors as supervisors in carrying out duties set forth in related regulations. The main responsibility of the Audit Committee is to review the Company's financial reports, hiring or dismissal of an attesting CPA and evaluation of the CPA’s independence and performance, implementation of internal audit, and compliance of significant applicable legal and regulatory requirements and the Company’s risk management policy. Please refer to the Company’s Annual Report for the relevant year for the number of meetings convened and the attendance of each meeting.

The Audit Committee e-mail is set to strengthen the communication between the Committee members and stakeholders. If you have any suggestions, please write to:AuditCommittee@sinyi.com.tw

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 Chairperson and  two independent directors 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

15th Functional Committees Members

Name Title Audit Committee Remuneration Committee Nomination Committee Business Ethics and Sustainable Development Committee
Chou Ken-Yu Chairperson
Lee Yi-Li Independent Director
Wu Chih-Wei Independent Director
Chen Shu-Chuan Independent Director
Lin Wen-Jeng Independent Director

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. As of August, 2025, the Audit Committee convened 7 meetings, with an average participation rate of 89%. 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)
Lee Yi-Li 7 - 100% Nil
Committee member Wu Chih-Wei 4 3 57% Entrusted the other Committee member to attend the meeting on April 28, July 29 and August 22, 2025.
Committee member Chen
Shu-Chuan
3 - 100% Newly appointed. Required attendance: 3 meetings.
Committee member Lin Wen-Jeng 3 - 100% Newly appointed. Required attendance: 3 meetings.
Committee member (Former) Yen Lou-Yu 4 - 100% Former. Required attendance: 4 meetings
Committee member
(Former)
Jhan Hong-Chih 4 - 100% Former. Required attendance: 4 meetings
Total 25 3 89%

Implementation of Remuneration Committee

  1. The Company’s Remuneration Committee is composed of three (3) members.
    Position Names Professional qualifications and experience
    Independent
    Director
    (Convener)
    Lin Wen-Jeng (1) Being the member of the Company’s Audit Committee.
    (2) There are none of the situations in Article 30 of the Company Act.
    Independent
    Director
    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
    Chen Shu-Chuan (1) Being the member of the Company’s Audit Committee.
    (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: June 27, 2025~May 20, 2028.
  3. As of August, 2025, the Remuneration Committee convened 4 meetings with 93% 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) Lin Wen-Jeng 1 - 100% Nil
Committee member Lee Yi-Li 4 - 100% Nil
Committee member Chen Shu-Chuan 1 - 100% Nil
Committee member
(Former)
Jhan Hong-Chih 3 - 100% Former. Required attendance: 3 meetings
Committee member
(Former)
Yen Lou-Yu 3 - 100% Former. Required attendance: 3 meetings
Committee member
(Former)
Wu Chih-Wei 2 1 67% Former. Entrusted the other Committee member to attend the meeting on April 28, 2025. Required attendance: 3 meetings
Total 14 1 93%

4. As of 2024, the Remuneration Committee meeting date and proposal review information: Download
 

Implementation of Nomination Committee

  1. The Company’s Nomination Committee is composed of four (4) members.
    Position Names Professional qualifications and experience
    Independent
    Director
    (Convener)
    Chen Shu-Chuan Having served for many years as General Manager of international banks, as well as Director and Independent Director of listed companies, she has developed profound expertise and hands-on experience in talent selection and organizational management.
    Independent
    Director
    Lee Yi-Li Having served for many years as the General Manager of listed companies, she has accumulated profound expertise and hands-on experience in talent selection and organizational management.
    Independent
    Director
    Lin Wen-Jeng He is an Associate Professor at the Graduate Institute of Human Resource Management of a national university, and has long served as an Independent Director of OTC-listed companies, with extensive experience in talent selection and strong organizational management capabilities.
    Director Chou Ken-Yu He serves as the Chairperson of the Company, with extensive experience in talent selection and strong organizational management capabilities.
  2. Tenure of office of Nomination Committee members of the current session: from June 27, 2025, to May 20, 2028.
  3. As of August, 2025, the Nomination Committee convened three (3) meetings with 100% 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) Chen Shu-Chuan - - - Newly appointed. Required attendance: 0 meeting.
Committee member Lee Yi-Li 3 - 100% Nil
Committee member Lin Wen-Jeng - - - Newly appointed. Required attendance: 0 meeting.
Committee member Chou Ken-Yu - - - Newly appointed. Required attendance: 0 meeting.
Committee member (Former) Jhan Hong-Chih 3 - 100% Former. Required attendance: 3 meetings.
Committee member
(Former)
Yen Lou-Yu 3 - 100% Former. Required attendance: 3 meetings.
Committee member
(Former)
Wu Chih-Wei 3 - 100% Former. Required attendance: 3 meetings.
Committee member
(Former)
Chou Chun-Chi 3 - 100% Former. Required attendance: 3 meetings.
Total 15 - 100%
 

Business Ethics and Sustainable Development Committee

1.The Company's Business Ethics and Sustainable Development Committee is composed of three (3) 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 Chen Shu-Chuan The independent director of the Company brings extensive experience from serving as General Manager and Vice President at international banks, with proven expertise in corporate operations management, leadership and decision-making, crisis management, and industry knowledge. In addition, through serving as an independent director of several listed companies, he/she has gained a profound understanding of the importance of corporate sustainability.
Committee member Lin Wen-Jeng The Company's independent director, who also serves as an Associate Professor at a national university’s Institute of Human Resource Management and has extensive experience as an independent director of several listed companies, possesses a deep understanding of the importance of corporate sustainability, which will contribute to enhancing the Company’s performance in advancing sustainable development..

  2. Tenure of office of Business Ethics and Sustainable Development Committee members of the current session: June 27, 2025~May 20, 2028.
  3. As of August, 2025, the Business Ethics and Sustainable Development Committee had convened 4 meetings with 93% 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 4 - 100% Nil
Committee member Chen Shu-Chuan 1 - 100% Newly appointed. Required attendance: 1 meeting.
Committee member Lin Wen-Jeng 1 - 100% Newly appointed. Required attendance: 1 meeting.
Committee member
(Former)
Yen
Lou-Yu
3 - 100% Former. Required attendance: 3 meetings.
Committee member
(Former)
Wu
Chih-Wei
2 1 67% April. 28, 2025 entrusted another commitee member to attend the meeting.
Former. Required attendance: 3 meetings.
Committee member
(Former)
Yang
Pai-Chuan
3 - 100% Former. Required attendance: 3 meetings.
Total 14 1 93%