重要內部規章

重要內部規章

重要內部規章

Functional Committee

The Board of Directors of Shuang-Bang Industrial Corp. has established the Audit Committee, Compensation Committee, Nomination Committee, Risk Management Committee, and Sustainability Development Committee to assist the Board in fulfilling its supervisory responsibilities. The organizational charters of all committees are approved by the Board of Directors.

Audit Committee	Remuneration Committee	Nomination Committee	Risk Management Committee	Sustainability Development Committee
To strengthen organizational value, enhance supervisory functions, and ensure sound financial review and control, the “Audit Committee Charter” was adopted and the Audit Committee was established to support the Company in achieving its strategic objectives.	In accordance with the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the Taiwan Stock Exchange or Traded Over the Counter by Securities Firms, the “Remuneration Committee Charter” was adopted. The Remuneration Committee was established in December 2011 to ensure a sound compensation system for directors and managers.	To strengthen the Board’s functions and enhance governance mechanisms, the “Nomination Committee Charter” was adopted in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. The Nomination Committee was established in November 2024.	To establish a risk management mechanism and strengthen corporate governance, the “Risk Management Committee Charter” was adopted in accordance with Article 27 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. The Risk Management Committee was established in November 2024	To achieve sustainability objectives and effectively promote sustainability initiatives, Shuang-Bang established the Sustainability Development Committee in 2022 as the decision-making and supervisory body for sustainability-related matters. To further strengthen sustainability governance, the Committee was restructured in December 2024, and the “Sustainability Development Committee Charter” was adopted. In March 2025, the Board of Directors approved the revised structure, designating the Board as the highest governance body of the Sustainability Development Committee.

Functional Committee Member

Title	Name	Term of Service (Year)	Audit Committee	Remuneration Committee	Risk Management Committee	Nomination Committee	Sustainability Development Committee	Main academic and career backgrounds
Independent Director	Chen, Li-Ling	0.5	●	●	○	○	○	Education: PhD of Accounting, National Cheng Kung University Experience: CPA, Chuan-Da Accounting Firm Manager, Audit Department, KPMG Independent Director, Hanpin Electron Co., Ltd. Independent Director, Lin Horn Technology Co., Ltd. Assistant Professor, Tatung Institute of Technology
Independent Director	Tsai, Hao-Chin	0.5	○	○	○	●	○	Education: Master of Industrial Engineering, University of Houston Experience: President, ChingTai Resin Chemical Co., Ltd. Director, ChingTai Resin Chemical Co., Ltd.
Independent Director	Cheng-Feng Cheng	3.5	○	○	●	○		Education: Ph.D. in Chemistry, University of North Texas Experience: Professor of Chemistry, National Chung Hsing University Vice President of National Chung Hsing University
Chairman	Chung-Tang Chang	36					●	Education: Department of Chemistry, National Chung Hsing University Experience: Chairman, Shuang-Bang Industrial Corp.

Note 1: ● Convener; ○ Member.
Note 2: All members of functional committees possess more than five years of work experience and relevant qualifications, sufficient to maintain the independence, professionalism, and impartiality of the functional committees.

Functional Committee	Responsibilities	Actual governance
Audit Committee	Establishment or amendment of the internal control system, and assessment of the effectiveness of the internal control system. Establishment or amendment of procedures for major financial operations, including the acquisition or disposal of assets, derivative transactions, loans to others, endorsements, or guarantees. Matters concerning directors’ personal interests. Significant asset or derivative transactions, and material loans, endorsements, or guarantees. Offering, issuance, or private placement of securities with equity characteristics. Appointment, dismissal, or remuneration of certified public accountants, and the appointment or dismissal of financial, accounting, or internal audit officers. Annual financial reports signed or sealed by the Chairman, managers, and accounting officer, and second-quarter financial reports required to be audited and attested by CPAs. Other issues deemed material by the Company or the authority.	A total of five meetings were held in 2024, and all members attended the meeting in person, with an average attendance rate of 100%.
Remuneration Committee	Assess the compensation policies and systems for the directors and managerial officers of Shuang-Bang Industrial Corp. from a professional and objective standpoint. Regularly review the annual and long-term performance objectives of directors and managerial officers, as well as the related compensation policies, systems, standards, and structures. Periodically evaluate the achievement of performance objectives by directors and managerial officers to determine their individual compensation packages and amounts.	A total of three meetings were held in 2024, and all members attended the meeting in person, with an average attendance rate of 100%.
Nomination Committee	Specify the standards of professional knowledge, skills, experience, gender, and independence required for board members and senior managers, and search for, review, and nominate candidates for directors and senior managers accordingly. Construct and develop the organizational structure of the board and committees, conduct performance appraisal of the board, committees, directors and senior managers, and assess the independence of independent directors.	A total of three meetings were held in 2024, and all members attended the meeting in person, with an average attendance rate of 100%.

Functional Committee	Responsibilities	Actual governance
Risk Management Committee	Review the risk management policies, procedures and framework, and review their applicability and implementation effectiveness on a regular basis. Determine risk appetite (risk tolerance) and guide resource allocation, and approve risk management priorities and risk levels. Ensure that the risk management measures can adequately address the risks faced by the Company and are integrated into daily operating procedures. Review the implementation of risk management, provide recommendations for improvement, and report to the Board of Directors on a regular basis (at least once a year). Carry out the risk management decisions of the board.	A total of five meetings were held in 2024, and all members attended the meeting in person, with an average attendance rate of 100%.
Sustainability Development Committee	Formulate, promote, and strengthen the Company’s sustainability policies, annual plans, and strategies. Review, monitor, and revise the implementation status and effectiveness of sustainability initiatives. Oversee sustainability disclosures and review the sustainability report. Supervise the execution of the Company’s Sustainability Guidelines or other sustainability-related tasks resolved by the Board of Directors.	In December 2024, the committee was restructured and has not yet convened a formal meeting. The Corporate Governance Officer reported the implementation status of sustainability development to the Board of Directors.

Note 1: Detailed disclosures on the operations of the functional committees have been published in Shuang-Bang Industrial Corp.’s 2024 Annual Report, and can be accessed through the Market Observation Post System (MOPS) and on the Company’s website (https://www.shuang-bang.com).

重要內部規章

公司章程	詳細資料
背書保證作業程序	詳細資料
上市上櫃公司誠信經營守則	詳細資料
誠信經營作業程序及行為指南	詳細資料
誠信經營守則	詳細資料
內部重大資訊處理作業程序	詳細資料
主要股東名單	詳細資料
公司治理實務守則	詳細資料
資金貸與他人作業程序	詳細資料
董事及經理人道德行為準則	詳細資料
董事及經理人薪資酬勞辦法	詳細資料
取得或處分資產處理程序(含衍生性商品交易)	詳細資料
薪資報酬委員會組織規程	詳細資料
薪資報酬委員會成員	詳細資料
審計委員會組織規程	詳細資料
獨立董事之職責範疇規則	詳細資料
永續發展實務守則	詳細資料
永續報告書編製及驗證作業程序	詳細資料
永續發展委員會組織規程	詳細資料
關係人相互間財務業務相關作業規範	詳細資料
提名委員會組織規程	詳細資料
風險管理委員會組織規程	詳細資料
風險管理政策與程序	詳細資料
簽證會計師提供非確信服務預先核准辦法	詳細資料
簽證會計師獨立性及適任性評估辦法	詳細資料