Contact Us

EN

繁體中文 English

English

繁體中文 English

Functional Committees

Audit Committee

Name / Title Qualifications and Experience
Chau-Chin Su

(Independent Director)  Chair

Doctor of Philosophy, University of Wisconsin-Madison, USA
Professor, Electrical and Computer Engineering, National Yang Ming Chiao Tung University
Mr. Chau-Chin Su, the independent director, is a scholar. His academic research fields include microelectronics, ultra-large integrated circuits, integrated circuit testing and computer-aided design. He provides the BoD with important information such as cross-disciplinary professional knowledge and forward-looking trends in technological development, and advice on the medium and long-term operational perspectives and directions of the enterprise.

Yung-Tsai Chen

(Independent Director)

Master of Business Management, Tatung University
Dept. of Accounting, SooChow University
Independent Director Yung-Tsai Chen has experience in foreign investment banks, and has unique professional insights in the banking and financial fields. With his professional and sensitive financial market analysis in the BoD, he gives advice and shares on the financial decision of the Group.

Jesadavat Priebjrivat

(Independent Director)

Master of Business Administration, New York University USA
Master of Engineering Administration, The George Washington University, USA
Mr. Jesadavat Priebjrivat is currently the Chairman of Thai Feed Mills Public Co., Ltd. He is also a member of the BoD of Sansiri Public Co. Ltd. With the experience of being chief financial officer, professional management manager, managing director of investment management and the President and Lecturer of Thammasat University in Thailand, he has provided the BoD a multi-faceted experience exchange of Thailand.

Ray-Hua Horng

(Independent Director)  

Doctor, Institute of Electrical Engineering, National Sun Yat-sen University
Independent Director Ray-Hua Horng specialized in Solid-state Light Sources, Solar Cells, Power Device, High Speed Transistor Device Design, Flexible Light Source, Organic Metal Chemical Vapor Deposition Technology, Epitaxy Transfer Technology and Wafer Bonding Technology. In R&D results and terms of application performance. Dr. Horng has a number of invention patents and technology transfer.
Audit Committee

The Audit Committee of the Company (the Audit Committee), composed of all four of the independent directors, has been established in order to enhance the corporate governance, to refine the internal audit and to strengthen the management.

The purpose of the Audit Committee is to help the Board of Directors execute its responsibility in supervision on such categories as the financial statements, the audit and accounting policy and procedure, the internal control code and other major items as stipulated by related companies or the regulatory authorities. The functions and annual work plan of the committee include examining the company’s financial statements, auditing company operations and accounting policies and procedures, reviewing the company’s internal control system, evaluating transactions of important assets or derivative products, loans of funds, endorsements, or provision of guarantees of a material nature, fund raising or securities issuance, appointment, dismissal of accountants and their remuneration, appointment and dismissal of financial, accounting or internal audit officer and matters in which a director is an interested party.

Please consult APEX's Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.
Authorities and Responsibilities of the Audit Committee and Its Operation

The responsibility of the Audit Committee is to assist the board of directors in supervision of company operations as well as execution of the duties specified in the Company Act, Securities and Exchange Act and other related regulations. The functions and annual work plan of the committee include examining the Company's financial statements, auditing company operations and accounting policies and procedures, reviewing the Company's internal control system, evaluating transactions of important assets or derivative products, loans of funds, endorsements, or provision of guarantees of a material nature, fund raising or securities issuance, appointment, dismissal of accountants and their remuneration, appointment and dismissal of financial, accounting or internal audit officer and matters in which a director is an interested party.

The Audit Committee has the right to perform justifiable audits and investigations within its responsibility. It is given the authority to make direct contact with the Company's internal auditors, CPAs and employees. The committee is formed by the four independent directors. Please refer to the following paragraph for the operating situation of the year.

The attendance of the Audit Committee Members

The Audit Committee held 6 meetings in 2023 and the attendance of the committee members is as shown in the chart below:

Title Name Attendance in Person Attendance by Proxy Remark
Independent Director Chau-Chin Su 6 0 2022.05.24
Re-appointed
Independent Director Yung-Tsai Chen 6 0 2022.05.24
Re-appointed
Independent Director Jesadavat Priebjrivat 5 1 2022.05.24
Re-appointed
Independent Director Ray-Hua Horng 6 0 2022.05.24
Newly appointed
2023 Meeting information
Meeting Date The contents of the motion Resolutions of the Audit Committee and the Company's response to the Audit Committee's opinion
2023/02/28
  • To issue 2022 Statement of Internal Control System
  • 2022 Business Report and Consolidated Financial Statements
  • To appoint the CPA and evaluate the CPAs’ independence and suitability and audit fee in 2023
  • The formulation of "General Principles of Pre-Approved Non-Assurance Services Policy"
  • To ratify the alternation of the Company’s Internal Audit Manager
  • The proposal to approve for applying the credit line of the Company and Taiwan Branch with banks (Yuanta Bank & Taichung Bank & Shin Kong Bank)
  • The proposal to approve the investment to the major subsidiary APT
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2023/03/29
  • Amendment to the "Memorandum and Articles of Association" of the Company
  • The proposal to approve for applying the credit line of the Company and Taiwan Branch with bank (Bank of Panhsin)
  • 2022 Earnings Distribution
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2023/05/05
  • Q1 2023 Consolidated Financial Statements
  • To ratify the alternation of the Company’s Chief Governance Officer
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2023/08/11
  • Q2 2023 Consolidated Financial Statements
  • The proposal to approve for applying the credit line of the Company and Taiwan Branch with banks (Mega Bank & Taishin Bank & Shanghai Commercial & Savings Bank)
  • The proposal to approve that the Company endorsements and guarantees for major subsidiary APT (KBANK)
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2023/11/09
  • Q3 2023 Consolidated Financial Statements
  • The proposal of the cancellation for a part of the Company’s endorsements and guarantees for major subsidiary APT (SCB)
  • Amendment to Rules & Procedures for Internal Control (Procedures for Transactions with Related Party, Specified Company, or Group Enterprise)
  • The proposal to approve that the Company endorsements and guarantees for major subsidiary APT
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2023/12/19
  • 2024 Annual Audit Plan
  • 2024 Annual Operating Plan and Budget
  • The proposal to approve for applying the credit line of the Company and Taiwan Branch with banks (Yuanta Bank & Bank SinoPac & Shin Kong Bank)
  • The proposal to approve that the Company endorsements and guarantees for major subsidiary APT (MEGA ICBC PCL.)
  • Amendment to Rules & Procedures for Internal Control (Principle of Corporate Governance & Compliance with the Establishment of Board of Directors and the Board's Exercise of Powers)
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.

Remuneration Committee

Name / Title Qualifications and Experience
Chau-Chin Su

(Independent Director)  Chair

Doctor of Philosophy, University of Wisconsin-Madison, USA
Professor, Electrical and Computer Engineering, National Yang Ming Chiao Tung University
Mr. Chau-Chin Su, the independent director, is a scholar. His academic research fields include microelectronics, ultra-large integrated circuits, integrated circuit testing and computer-aided design. He provides the BoD with important information such as cross-disciplinary professional knowledge and forward-looking trends in technological development, and advice on the medium and long-term operational perspectives and directions of the enterprise.

Jesadavat Priebjrivat

(Independent Director)

Master of Business Administration, New York University USA
Master of Engineering Administration, The George Washington University, USA
Mr. Jesadavat Priebjrivat is currently the Chairman of Thai Feed Mills Public Co., Ltd. He is also a member of the BoD of Sansiri Public Co. Ltd. With the experience of being chief financial officer, professional management manager, managing director of investment management and the President and Lecturer of Thammasat University in Thailand, he has provided the BoD a multi-faceted experience exchange of Thailand.

Yang-Tzong Tsay

(Independent Member)

Ph.D., Business Management and Commerce, University of Maryland MD, USA
Master of Accounting, National Chengchi University
Department of Accounting, National Taiwan University
Sponsor Representative, Taiwan Institute of Ethical Business and Forensics A professional professionals who has passed the national examination for CPA and awarded a certificate Director of Graduate School of Accounting, National Taiwan University Internal Auditor USA Independent Director, Cyberlink Corp. Independent Director, Yung Zip Chemical Ind. Co., Ltd. Independent Director, Ever Ohms Technology Co., Ltd. Standing Supervisor, Taishin Holdings and Taishin Bank.
Authorities and Responsibilities of the Remuneration Committee and Its Operation

The Remuneration Committee assists the Board in formulating Apex's compensation and benefits policies, and in the evaluation and review of compensation-related matters.

The Committee was composed of two independent directors Mr. Chau-Chin Su, Mr. Jesadavat Priebjrivat and NTU accounting department emeritus professor Mr. Yang-Tzong Tsay. The Chair, Mr. Chau-Chin Su is an independent director. The Committee meets at least twice per year. Please consult APEX's Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.

The Functions of the Remuneration Committee

The Remuneration Committee assists the Board to evaluate Apex’s compensation and benefits policies about Apex’s directors of the Board and executives and managers. The Committee meets at least twice every year, meeting called at any time if necessary.

1. Scope of duties
  1. Periodically reviewing this Charter and making recommendations for amendments.
  2. Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of this Corporation and the policies, systems, standards, and structure for their compensation.
  3. Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been achieved, and based on the evaluation conclusion of performance assessments standard to set the types and amounts of their individual compensation.
2. The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
  1. Ensuring that the compensation arrangements of this Corporation comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  2. Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessments, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual's performance and this Corporation's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of this Corporation.
  3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of this Corporation.
  4. For directors and senior managerial officers, the percentage of assessments to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this Corporation's business.
  5. Formulating the contents and amount of directors and managerial officers compensation shall consider the reasonableness. The compensation of directors and managerial officers may not deviate from financial performance.
  6. Members of this committee shall not participate in discussions or vote on their personal salary and remuneration decisions.
The attendance of the Remuneration Committee Members

The Remuneration Committee held 2 meetings in 2023 and the attendance of the committee members is as shown in the chart below:

Title Name Attendance in Person Attendance by Proxy Remark
Independent Director Chau-Chin Su 2 0 2022.05.24
Re-appointed
Independent Director Jesadavat Priebjrivat 2 0 2022.05.24
Re-appointed
Independent Member Yang-Tzong Tsay 2 0 2022.05.24
Re-appointed
2023 Meeting Information
Meeting Date The contents of the motion All Remuneration Committee Members' Opinions and the Company's Response
2023/02/28
  • 2022 Distribution of Employees' and Directors' Compensation
  • Subsidiary Apex Circuit (Thailand) Co., Ltd. ("APT") granting Base Compensation to Directors
 The proposal be and hereby were accepted as proposed unanimously by all Remuneration Committee Members, and were also accepted as proposed unanimously by Board of Directors afterwards.
2023/12/19
  • The result of Group managerial officers’ performance evaluation in 2023 as well as the annual bonus plan
  • The remuneration of Group directors (including Independent Directors and Functional Committee Members) in 2024
  • The remuneration policy and performance evaluation system toward Group managerial officers
  • The working plan of the Remuneration Committee in year 2024
 The proposal be and hereby were accepted as proposed unanimously by all Remuneration Committee Members, and were also accepted as proposed unanimously by Board of Directors afterwards.

Sustainable Development Committee 

Name / Title Qualifications and Experience
Jui-Hsiang Chou

(Director) *Chair

Dept. of International Business and Trade, Aletheia University
Director Jui-Hsinag Chou joined the management team in 2006 and served as the CEO. CEO Chou has extensive experience in electronic professional manufacturing services (EMS).He led the professional organization management team to initiate the enterprise upgrade measures, and made the group be authorized to have the Green Partner Certification from Sony Corporation of Japan. Since 2009, he has been the Director and General Manager of the Company and is responsible for planning group strategy and supervising and managing the operation of the Group.

Chau-Chin Su

(Independent Director)

Doctor of Philosophy, University of Wisconsin-Madison, USA
Professor, Electrical and Computer Engineering, National Yang Ming Chiao Tung University
Mr. Chau-Chin Su, the independent director, is a scholar. His academic research fields include microelectronics, ultra-large integrated circuits, integrated circuit testing and computer-aided design. He provides the BoD with important information such as cross-disciplinary professional knowledge and forward-looking trends in technological development, and advice on the medium and long-term operational perspectives and directions of the enterprise.

Jesadavat Priebjrivat

(Independent Director)

Master of Business Administration, New York University USA
Master of Engineering Administration, The George Washington University, USA
Mr. Jesadavat Priebjrivat is currently the Chairman of Thai Feed Mills Public Co., Ltd. He is also a member of the BoD of Sansiri Public Co. Ltd. With the experience of being chief financial officer, professional management manager, managing director of investment management and the President and Lecturer of Thammasat University in Thailand, he has provided the BoD a multi-faceted experience exchange of Thailand.
Establishment of the Sustainable Development Committee and Its Authorities and Responsibilities 

The Sustainable Development Committee was established in 2022, with CEO Mr. Jui-Hsiang Chou as the chair (CSO). The CEO understands the overall details of the Group and can integrate environmental (E), social (S) and corporate governance (G) issues into the operational decision making, management process and corporate culture.

The purpose of SDC is to assist the Board of Directors to promote sustainable affairs in the Company and its subsidiaries, which include:

  1. Set up a sustainable development policy.
  2. Instruct, monitor and review execution performance of sustainable development activities and report to the Board of Directors.
  3. Other matters which are resolved and assigned by the Board of Directors.
  4. After the preceding matters is set up by SDC and is reported to the Board of Directors , Chairperson or members of SDC are authorized to discuss and collaborate with the Company and its subsidiaries about subsequent practically executive plans. Collaborative pattern and executive organization structure could be designed based on practical demand.
The attendance of the Sustainable Development Committee Members

The SDC held 1 meetings in 2023 and the attendance of the committee members is as shown in the chart below:

Title Name Attendance in Person Attendance by Proxy Remark
Director Jui-Hsiang Chou 1 0 2022.06.24
Newly appointed
Independent Director Chau-Chin Su 1 0 2022.06.24
Newly appointed
Independent Director Jesadavat Priebjrivat 1 0 2022.06.24
Newly appointed
2023 Meeting Information
Meeting Date The contents of the motion All SDC Members' Opinions and the Company's Response
2023/12/19
  • The implementation of promoting corporate governance, fulfilling corporate social responsibility and practicing ethical management etc. in 2023
    		•  The proposal be and hereby were accepted as proposed unanimously by all SDC Members.

    Communication of Independent Directors, Auditing Officer and Accountants

    1. Communication of Independent Directors and Auditing Officer
    The independent directors and the internal auditing officer of the Company hold regular meetings at least once per quarter. The internal auditing officer submits audit reports and deficiency tracking reports for the previous month by the end of each month. These reports address the execution status of the annual audit plan and improvements related to internal control deficiencies. In case of significant abnormal incidents, they may convene meetings promptly.
    Date Method & Type Topic Resolution
    2023/02/28
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    • To issue 2022 Statement of Internal Control System
    		 Approved by the Audit Committee and submitted to the Board of Directors for approval
    2023/05/05
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    		 Approved by the Audit Committee and submitted to the Board of Directors for approval
    2023/08/11
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    		 Approved by the Audit Committee and submitted to the Board of Directors for approval
    2023/11/09
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    • Amendment to Rules & Procedures for Internal Control
    		 Approved by the Audit Committee and submitted to the Board of Directors for approval
    2023/12/19
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • 2024 Annual Audit Plan
    • Amendment to Rules & Procedures for Internal Control
    		 Approved by the Audit Committee and submitted to the Board of Directors for approval
    2. Communication of Independent Directors and Accountants
    The independent directors and the CPA of our company hold regular communication sessions at least once per quarter (including at least one closed-door meeting each year). The CPA reports on the results of the financial statement audit/review for our company, discusses it during the audit committee meetings or closed meetings before audit committee meetings, and thoroughly communicates significant impacts of legal revisions on our company.

    Date Method & Type Topic Resolution
    2023/02/28
    • Video conference Taipei office/Thailand office
    • Closed-door meeting before the audit committee meeting
    1. Independence
    2. Auditors’ Responsibilities for the Financial Statements
    3. Audit Scope
    4. Findings
    5. Audit Quality Indicators(AQI)
    6. Regulations Update
    		 Independent Directors have no opinion
    2023/08/11
    • Video conference Taipei office/Thailand office
    • Post-meeting presentation after the BoD meeting
    1. Independence
    2. Responsibility of independent auditor
    3. Audit scoping of financial report
    4. Audit findings
    5. Updates on regulations
    		 Independent Directors have no opinion
    2023/11/09
    • Video conference Taipei office/Thailand office
    • Provide the briefing files via email
    1. Independence
    2. Responsibility of independent auditor
    3. Auditors’ opinion
    4. Financial report review scoping
    5. Review findings
    6. 2023 year-end audit communication
    7. Updates on regulations
    		 Independent Directors have no opinion

    Contact Us

    +886-2-2717-0032

    service@apex-intl.com.tw

    Apex & ASEAN

    Synopsis of Group Company History Apex Culture & Philosophy Apex & ASEAN

    Products & Service

    Product & Development Process Capability Quality Policy Certifications & Awards

    News Center

    Financial Info ESG News Archives Video News

    Investor Relations

    Overview IR Calendar Financials Investor Services

    Careers

    Join Apex Welfare System

    ESG

    Overview Organization Our Projects
    Awards Risk Management Stakeholder Engagement
    Sustainable Focuses ESG Report

    +886-2-2717-0032

    service@apex-intl.com.tw

    Social Media

    Contact Us
    Privacy Policy Terms of Use Notice

    Copyright © Apex International Co., Ltd. All rights reserved. Designed by rIDEA

    Privacy Policy Terms of Use Notice

    Social Media