Corporate Governance

committee

The Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its role in overseeing the quality and integrity of the company's accounting, auditing, financial reporting processes, and financial controls.

The main purpose of the operation of this committee is to supervise the following issues:

1. The accuracy of the company's financial statements

2. The selection (dismissal), independence verification, and performance evaluation of certified public accountants

3. The effective implementation of the company’s internal controls

4. The company must comply with relevant laws and regulations.

5. The management and control of existing or potential risks of the company


Related Link: Audit Committee Resolution

The Audit Committee

Committee List Name
Member (convener) Yung-Yen Chen (Independent Director)
Member Jeng-Ywan Jeng (Independent Director)
Member Jeffrey Shih-Jey Chen (Independent Director)
The Audit Committee 2024 2023 2022
Summary of communication between independent directors, accountants, and internal audit supervisors PDF PDF PDF
Audit committee operations PDF PDF PDF
Individual performance evaluation of the audit committee PDF PDF PDF

Compensation Committee

The function of this committee is to evaluate the salary and compensation policies and systems for the directors and executives of the company from a professional and objective standpoint. It provides recommendations to the board of directors for their decision-making.


The key responsibilities include:

  1. Evaluating and overseeing the company's overall compensation policies.
  2. Assessing and approving the compensation levels for directors
  3. Assessing and approving the compensation levels for executives at the level of managers and above
  4. Other matters related to compensation and the development of employee incentive programs


The committee must be composed of a minimum of three members who are appointed by the board of directors. The majority of the committee members should be independent directors. The committee is required to convene at least twice a year.


Related links: Compensation Committee Resolutions
Committee List Name
Member (convener) Yung-Yen Chen (Independent Director)
Member Jeng-Ywan Jeng (Independent Director)
Member Jeffrey Shih-Jey Chen (Independent Director)
Compensation Committee 2024 2023 2022
Operations of the Compensation Committee PDF PDF PDF
Individual performance evaluation of the Compensation Committee PDF PDF PDF

Nominating Committee

This committee, operating under the authority of the Board of Directors, is responsible for executing the following duties in accordance with best management practices and submitting its recommendations to the board for review and discussion:

  1. Establishing the standards for the professional knowledge, skills, experience, diversity of backgrounds including gender, and independence required for members of the board of directors and senior executives. Using these standards to identity, review, and nominate candidates for directors and senior executives.
  2. Constructing and developing the organizational framework for the board of directors and its committees, conducting performance assessments for the board of directors, various committees, individual directors, and senior executives, and evaluating the independence of independent directors.
  3. Establishing and regularly reviewing training plans and succession plans for directors and senior executives.
  4. Formulating the corporate governance best practices for the company.


This committee is composed of at least three directors recommended by the board of directors, with a majority of them being independent directors. The committee should convene at least twice a year.


Related links: Nominating Committee Resolutions

Committee List Name
Member (convener) Jeffrey Shih-Jey Chen (Independent Director)
Member Yung-Yen Chen (Independent Director)
Member Jeng-Ywan Jeng (Independent Director)
Nominating Committee 2024 2023 2022
Operations of the Nominating Committee PDF PDF PDF
Individual performance evaluation of the Nominating Committee PDF PDF PDF

Sustainability Committee

In order to implement and promote the development of environmental, social, governance and other issues, Billion established a sustainable development committee in December 2022, with the general manager (director) as the chairman, and in November 2024, it was reorganized into four groups, namely corporate governance, environmental protection, social responsibility, sustainable risk management and information disclosure, and coordinated and responsible for formulating policies to promote corporate governance and the development of sustainable environment, and regularly carried out implementation effectiveness and continuous improvement, and reported the implementation situation and implementation performance to the board of directors on a quarterly basis. In order to pursue sustainable development of enterprises and fulfill social responsibilities.


This committee meets at least twice a year and may convene meetings at any time as needed.


Related links: Sustainable Development Committee Resolutions

Committee List Name
Chairperson Elsa Chang(Billion Board Member / General Manager)
Advisory Member Greg Chen (BEC Technologies / General Manager)
Ordinary Member Elaine Chen(Billion Watts / General Manager)
Ordinary Member Dylan Yu(VG Watt / CEO)
Ordinary Member YT SU(NoonSpare Energy / Senior VP)
Sustainable Development Committee 2024 2023
Operations of the Sustainable Development Committee PDF PDF
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