Company Governance

Audit Committee

The Audit Committee of FORCERA is composed of independent directors, totaling four members. Its functions are primarily focused on oversight, with a professional and objective perspective, for the following purposes:

I. Proper representation of the company's financial statements.

II. Hiring or dismissal of an attesting CPA.

III. Effective implementation of internal controls.

IV. Compliance with relevant laws and regulations.

V. Control of existing or potential risks to the company.

The Audit Committee acts in the best interests of the company as a diligent fiduciary, and any proposals it makes are submitted to the Board of Directors for decision.

Member of the Audit Committee

• Charlie Chen - Independent Director (Convener)
• C.H. Lai - Independent Director
• H.C. Chen - Independent Director
• J.Y. Jeng - Independent Director

Descriptions of Independent Directors’ Communications with the Internal Auditor and the Independent Auditor

• The Communications between the Independent Directors and the Internal Auditor or the Independent Auditor：

1. The Independent directors meet with the internal auditor at least quarterly to review the status of audit execution and the operation of internal controls. They provide reports and respond to inquiries from independent directors in person. In addition to monthly submission of audit reports to independent directors, the internal auditor also reports significant audit findings to the members of the Committee and the Board of Directors during Audit Committee and Board meetings. Independent directors shall master the internal audit situation every month and can convene meetings or contact the internal auditor by phone to discuss significant issues as needed.
2. The Independent directors meet with the independent auditor at least once a year in regular meetings (Audit Committee meetings). The independent auditor explains the audit results or review of the financial statements for the quarter and discusses other communication matters required by relevant laws and regulations. If there are significant adjustments, entries, or changes in the impact of law amendments on accounting, these are also discussed. Meetings can be convened as needed in the event of significant issues.

• Communication Summary between Independent Directors and Internal Auditor:

• Communication Summary between Independent Directors and Independent Auditor:

Compensation Committee

The Compensation Committee of FORCERA functions with a professional and objective perspective to evaluate the compensation policies and systems for directors of the Board and executives of the company. It provides recommendations to the Board of Directors for decision-making.

The Compensation Committee of the company is composed of independent directors, totaling four members, and holds meetings at least twice a year.

Member of the Compensation Committee:

• Charlie Chen - Independent Director (Convener)
• C.H. Lai - Independent Director
• H.C. Chen - Independent Director
• J.Y. Jeng - Independent Director

Implementation of the Diversity Policy for Board Members

A. Diversity Policy:

According to FORCERA's "Corporate Governance Best Practice Principles,” the composition of the board of directors should incorporate diversity. In addition to limiting directors who are also company managers to one-third of the board seats, the company will formulate appropriate diversity policies tailored to its operations, business model, and development needs. These policies will encompass, but not be limited to, the following two major aspects:

I. Basic Criteria and Values:

Gender and age, with one female director on the Board.

II. Professional Knowledge and Skills:

Professional background, expertise, and industry experience. Directors should generally possess the knowledge, skills, and qualities required to fulfill their duties.

To achieve the ideal goals of corporate governance, the board of directors as a whole should have the following abilities:

　1. Operating Judgment.

　2. Accounting and Financial Analysis.

　3. Business Management.

　4. Crisis Management.

　5. Industry Experience.

　6. Global Market Perspective.

　7. Leadership Skill.

　8. Strategic Decision-making.

B. Implementation of Diversity:

FORCERA's Board of Directors consists of 9 members, including 4 independent directors, representing 44% of the total board. The company adheres to relevant regulations in assessing the independence of our independent directors, all of whom are newly appointed. Additionally, the company has 2 director who also serves as a company manager, accounting for 22% of the total board seats. Gender diversity is a priority for the company's Board of Directors, with 1 female director among the 9 members, constituting 11% of the total board membership.

April 26, 2025 (Unit : Share) 

Prevention Policies of Insider Trading

To protect its shareholders' rights and interests and ensure their equal treatment, FORCERA has established the 'Procedures for Ethical Management and Guidelines for Conduct,' as well as the 'Rules for the Prevention of Insider Trading Management.' Employees of the company are required to abide by the provisions of the Securities and Exchange Act and are prohibited from engaging in insider trading using undisclosed material information they have access to, and from disclosing such information to others, in order to prevent others from engaging in insider trading using said undisclosed information. Furthermore, the company prohibits insiders from trading in securities using undisclosed information in the market, including but not limited to directors refraining from trading stocks or other equity securities held by the company within thirty days prior to the announcement of annual financial reports, and within fifteen days prior to the announcement of quarterly financial reports, during closed periods.