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

Compensation Committee

Committee Charter

In order to intensify corporate governance and strengthen the Board’s compensation management function, Sinyi established the Compensation Committee and approved the Compensation Committee Charter on August 27, 2010. The Committee is comprised of all independent directors. The Nominating Committee examined the courses of continuing education for the members of the BOD.
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.

Nominating 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 head of the committee, in accordance with his duty, assisted Sinyi to recruit the suitable CFO candidates, and nominated Mr. Johnny Wang as the CFO of Sinyi group.  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.

Committee Membership

Name Title Audit Committee Compensation Committee Nominating Committee
Hong San-Xiong Independent Director
Jhan Hong-Chih Independent Director
Yen Lou-Yu Independent Director
Lee Yi-Li Independent Director
Chou Chun-Chi Director
 

ChairmanMember

 

Performance of Functional Committees

Audit Committee

In 2020, the Audit Committee convened a total of 8 meetings, with an average participation rate of 94%. 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 8 - 100% Nil
Committee member Hong San-Xiong 7 1 86% 01/20/2020 entrusted the other Committee member to attend the meeting.
Committee member Jhan Hong-Chih 8 - 100% Nil
Committee member Lee Yi-Li 7 1 86% 01/20/2020 entrusted the other Committee member to attend the meeting.
Total 20 2 94%
 

 

Remuneration Committee

  1. The Company’s Remuneration Committee is composed of four (4) members.
  2. Tenure of office of Remuneration Committee members of the current session: May 31, 2019~May 23, 2022.
  3. During the period starting from January 1 until March 31, 2021, the Remuneration Committee convened 2 meetings in total which were attended by all Committee members in full. During 2020, the Remuneration Committee convened 5 meetings with 90% of the average attendance rate and the participation facts were as enumerated below:
 
Title Name Times of Attendance in Person Times of Attendance by Proxy Actual Attendance Rate (%) Remarks
Committee member (Convener) Hong San-Xiong 4 1 80% 01/20/2020 entrusted the other Committee member to attend the meeting.
Committee member Jhan Hong-Chih 5 - 100% Nil
Committee member Yen Lou-Yu 5 - 100% Nil
Committee member Lee Yi-Li 4 1 86% 01/20/2020 entrusted the other Committee member to attend the meeting.
Total 18 2 90%
 

 

Nomination Committee

  1. The Company’s Nomination Committee is composed of five (5) members.
  2. Tenure of office of Nomination Committee members of the current session: from May 31, 2019, to May 24, 2022.
  3. From January 1 to March 31, 2021, the Nomination Committee convened 2 meetings, and all the members attended the meeting in person. In 2020, the Nomination Committee convened two (2) meetings with 100% of the average attendance rate. (Including the conference held on December 25, 2020, with only report matters and without discussion matters.)
    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) Hong San-Xiong 2 - 100% Nil
Committee member Jhan Hong-Chih 2 - 100% Nil
Committee member Yen Lou-Yu 2 - 100% Nil
Committee member Chou Chun-Chi 2 - 100% Nil
Committee member Lee Yi-Li 2 - 100% Nil
Total 10 - 100%