♦In accordance with Article 192-1 of the Company Act, the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. JMO’s Board of Directors is currently set up with seven members by Shareholders’ Meeting. Three of members are Independent Directors. All serve for three-year terms and the Audit Committee is consisted of all Independent Directors.
♦We set up the Board of Directors with culture, education background, professional competence, professional knowledge and experience of industries. The appointments are based on Meritocracy Principle and take into the benefits of diverse board members in objective terms when considering candidates.
♦ In addition, regulations governing the professional qualifications, restrictions on shareholding and concurrent positions held, the methods of nomination and selection and other matters to be followed by Independent Directors shall be handled in accordance with the Company Act, the Securities Exchange Act and others. The duties of the Committee are as follows:
- Adoption or amendment of the Internal Control with Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the Internal Control.
- Adoption or amendment of material asset transaction such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others and endorsements or guarantees for others, shall be approved by the committee and accordance with Article 36-1 of the Securities and Exchange Act.
- Verify the matters bearing on the personal interest of directors.
- Verify the transaction of material asset and derivatives trading.
- Verify the transaction of extension of monetary loans to others and endorsements or guarantees for others.
- Verify the offering, issuance and private placement equity-type securities.
- Verify the appointment or dismissal of CPA and the compensation of giving.
- The appointment or discharge of a Financial, Accounting, or Internal Auditing Officer.
- Verify the Annual and Semi-Annual Financial Reports.
- Any other material matter so required by other companies or the competent authority
Compensation Committee
♦The Compensation Committee shall evaluation the compensation policy and system of directors and managers with objective side and give Board of Directors advises to be the reference of decision making and faithfully performs the duties of the good managers. The following powers are submitted to the Board of Directors for discussion:
- Establish and regularly review the annual and performance goals and compensation policies, systems, standards and structure of directors and managers.
- Regularly review procedure and propose amendments.
- Regularly assess the achievement of the performance targets of directors and managers and determine the content and amount of their individual salary remuneration.
Corporate Governance Operation
♦For protect the equity of shareholders and enhance the function of Board of Directors. We appoint Yu-Xiang, Shi as Vice President who have gotten over three year experience of finance, accounting and management. The matters of Corporate Governance are plan by the management and commissioner to assist. (Detail)
♦The term of reference：
1、The responsibility of Board Meeting and Shareholders Meeting.
2、Record proceedings of Board Meeting and Shareholders Meeting.
3、Assist directors in taking office and training.
4、Provide the information required by the directors to conduct business.
5、Assist directors in following acts.
6、Other matters stipulated in the articles of incorporation or contract, etc.
♦The key point of this year：
1、Assist directors in completing their duties, provide the required information and arrange to pursue further studies.
2、Assist Board of Directors and Shareholders' Meeting in procedures and resolutions.
3、Maintain investor relations such as arranging investor meetings as needed, so that investors can obtain sufficient information to evaluate the company's reasonable capital market value and shareholders' rights will be protected.
4、Handle and update the company registration.