Board of Directors and Committees

Board Organization

According to the Articles of Association of Value Valves Co., Ltd., the Company shall have three to nine directors, elected by shareholders with legal capacity, and may be re-elected. When shareholders elect directors, each share has the same number of votes as the number of directors to be elected. Votes may be concentrated on one candidate or distributed among several candidates, and those receiving the highest number of votes shall be elected as directors. The number of independent directors shall not be less than two and shall not be less than one-fifth of the total board seats. The election method shall adopt the candidate nomination system under Article 192-1 of the Company Act, and shareholders shall elect from the list of independent director candidates. The professional qualifications, shareholding, concurrent positions, nomination and election procedures, and other compliance matters regarding independent directors shall be handled in accordance with the relevant regulations of the competent securities authority.

After the Company’s shares are listed (or over-the-counter), the election of directors shall adopt the candidate nomination system, and all related matters shall be conducted in accordance with applicable laws and regulations.

On November 9, 2018, the Board of Directors passed a resolution for the early comprehensive re-election of directors. To facilitate the Company’s application for listing and the establishment of the Audit Committee, it was proposed to increase the number of board seats. At the first extraordinary shareholders’ meeting in 2019, an early re-election of directors (including independent directors) was conducted. In accordance with Article 192-1 of the Company Act and Article 12 of the Articles of Association, nine directors were elected.

Regarding the independent director nomination system, in accordance with Article 192-1 of the Company Act, on December 10, 2018, the Company announced the period for accepting nominations of independent director candidates, the number of independent directors to be elected, the submission location, and other necessary matters. Shareholders holding more than one percent of the Company’s total issued shares may submit a candidate list in writing. The number of candidates proposed by shareholders shall not exceed the number of independent directors to be elected.

Shareholders who wish to nominate directors shall, from December 18 to December 27, 2018, submit the nominee’s name, education, experience, a commitment letter to serve as an independent director if elected, a declaration of absence of circumstances under Article 30 of the Company Act, and other relevant supporting documents to the Company (Address: No. 9, Zhongshan Road, Tucheng District, New Taipei City), specifying the contact person and contact information for the Board’s reference and review. Mailed submissions shall be based on the postmark date, and the envelope shall be marked “[Independent Director Candidate Nomination Letter]” and sent by registered mail.

On December 28, 2018, the Board of Directors reported that during the above nomination period, the Company only received independent director candidates nominated by the Board and no shareholders holding more than one percent of the total issued shares submitted other candidate lists.

Audit Committee

The Company’s Audit Committee was established on January 25, 2019. The Committee is composed entirely of independent directors, totaling three members, one of whom serves as the convener, and at least one must possess accounting or financial expertise.

The term of office for independent directors on the Committee is three years, and they may be re-elected. If an independent director is removed for any reason, resulting in a number of members below the requirement of the preceding paragraph or the Articles of Association, a by-election shall be held at the next shareholders’ meeting.

If all independent directors are removed, the Company shall convene an extraordinary shareholders’ meeting to hold a by-election within sixty days from the occurrence of the event.

Key Annual Tasks of the Audit Committee

Establish or amend internal control systems in accordance with the Company’s Articles of Association.
Assess the effectiveness of the internal control systems.
Establish or amend procedures for major financial transactions, including acquisition or disposal of assets, derivative transactions, loans of funds to others, endorsements, or guarantees for others, in accordance with the Company’s Articles of Association.
Review matters involving conflicts of interest of the directors.
Review significant asset or derivative transactions.
Review significant loans, endorsements, or guarantees.
Review the issuance, public offering, or private placement of equity-type securities.
Review the appointment, dismissal, or remuneration of certified public accountants.
Review the appointment or removal of financial, accounting, or internal audit officers.
Review quarterly, semi-annual, and annual financial reports.
Review other significant matters as prescribed by the Company or regulatory authorities.

Compensation Committee

The Company’s Compensation Committee was established on November 9, 2018.

The Committee is composed entirely of independent directors, totaling three members, appointed by resolution of the Board of Directors, one of whom serves as the convener.

The term of office of the Committee members is the same as the term of the Board that appointed them. If a member is removed for any reason, resulting in fewer than three members, the Board shall hold a meeting to appoint a replacement within three months from the occurrence of the event.

However, if an independent director member is removed and no other independent directors remain, a non-independent director may be temporarily appointed to serve on the Compensation Committee before the Company completes the by-election of independent directors, and shall be formally appointed after the independent directors are elected.

Key Annual Tasks of the Compensation Committee

Periodically review the Committee’s rules and propose amendments.
Establish and periodically review the performance evaluation standards, annual and long-term performance goals, and the policies, systems, criteria, and structure for the remuneration of the Company’s directors and managers, and disclose the content of the performance evaluation standards in the annual report.
Periodically assess the achievement of the performance goals of the Company’s directors and managers, and determine their individual remuneration and compensation amounts based on the evaluation results according to the performance standards.
Disclose in the annual report the individual performance evaluation results of directors and managers, the content and amount of their individual remuneration, and the correlation and reasonableness between the remuneration and performance evaluation results, and report to the shareholders’ meeting.

Committee Member

Name	Term of Office	Audit Committee	Compensation Committee
黃聖元 (獨立董事)	113/06/24~116/06/23	V Chairperson	V Chairperson
陳金龍 (獨立董事)	113/06/24~116/06/23	V	V
李孟軒 (獨立董事)	113/06/24~116/06/23	V	V

Sustainability Committee

To promote the Company’s ESG and sustainable development, the Company has established the Sustainability Committee, which is responsible for planning and overseeing policies and performance related to environmental, social, and governance matters, and regularly reporting progress to the Board of Directors.

For more details, please refer to sustainable management