Organization of the Board of Directors
The Board of Directors of Pheonix Silicon International Corporation (PSI) now consists of 9 directors with business operation experience or academic experience. We rely on the rich knowledge, personal insight and business judgment of our directors. 3 of the 9 directors are Independent Directors, and they are: Mr. Wu Hong-Qi, former secretary of the SME office of the Ministry of Economic Affairs; Mr. Su Gue-Teng, former dean of the Business School of National Chengchi University and Mr. You Chien-Tsai, the general manager of Fuyi Industrial Company. One of the directors of Pheonix Silicon International Corporation (PSI) is female.
Responsibilities of the Board of Directors
Directors are mainly responsible for attainment of company's operational goals and improvement of the business performance. They need to provide strategic guidance for the management team and urge the company to comply with various laws and regulations to ensure shareholder rights to the greatest possible extent.
Election of Members of the Board of Directors and Independent Directors
This Company has 5 to 11 Directors appointed by the shareholders' meeting with the capacity to act for a term of 3 years. Directors may be re-elected without limitations. After this Company’s shares are publicly traded, Independent Directors may be appointed among the said Directors. The number of Independent Directors shall not be less than 3, and shall not be less than 1/5 of the number of Directors. And candidate nomination system will be implemented for election of Independent Directors, where the Shareholders’ Meeting shall appoint the Independent Directors based on the list of nominees. The nomination shall be conducted according to Article 192-1 of the Company Act. After this Company goes public, Directors shall be elected based on the candidate nomination system according to Article 192-1 of the Company Act, where the Shareholders’ Meeting shall elect Directors based on the list of candidates for Directors.
Members of the Board of Directors
Title
Name
Education Background and Work Experience
Chairman
Tony Tsai
University of California, Berkeley- PhD of ME in Silicon photonic modeling
Micron Technology – Director
Phoenix Silicon International Corporation-President
Director
Cheng Wen Cheng
National Chung Hsing University- Bachelor of Animal and Husbandry
Cheng Han Investment Co., Ltd. - Director
TeleSynergy Corp. Ltd. - Director
Phoenix Battery Corp. - Director
Director
Huang Shih-Chin, Representative of Ting Dong Liang Investment Co., Ltd
Taichung Commercial College, Business Division
The First Credit Cooperative of Changhua - Clerk
Gaharu Bio-Tech Co., Ltd.- Director
Phoenix Battery Corp. – Director
Director
Ma Ji Ceng, Representative of An Grace Investment Co., Ltd.
San Jose State University of California-Master of Computer Engineering
An Grace Investment Co., Ltd.-Consultant
Director
Chang Yao Zen, Representative of Min Ho Shuen Investments Co., Ltd
University of California, Santa Cruz- Bachelor of Business Management Economics
Pharma Power Biotec Co., Ltd.-Supervisor
Min He Shun Investment Co., Ltd.-Chairman
Independent Director
Liang,Ming-Cheng
National Taiwan University- Master of International Business
King Yuan Electrions Co., Ltd - President
Amkor Technology Taiwan- President
Micron Memory Taiwan Co., Ltd.- vice president
ACTi Corporation- Independent Director
Independent Director
Hong,Guo-Chao
City University of New York- Master of Finance
Makoto bank- Chairman & President
Shin Kong Venture Capital Co., Ltd - Chairman
Taiwan Shinkong Security Co., Ltd.- President
Independent Director
Meng Ling Shih
National Taiwan Normal University PhD, Institute of Political Science
Chief Prosecutor, Taipei District Prosecutors Office
Chief Prosecutor, Miaoli District Prosecutors Office
Committee
The Audit Committee
The Audit Committee is estasblished to assist the Board of Directors in fulfilling its role of supervising the quality and integrity of the company in performing accounting, auditing, financial reporting and financial controls.
The deliberations of the Audit Committee mainly include:
1. To make or amend the Internal Control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Act.
2. Assessment on effectiveness of the Internal Control system.
3. Dealing with or amending procedures for obtaining or disposing of assets, engaging in substantial financial transactions that deal with endorsement or providing assurances to others, engaging in transactions of derivatives, lending funds to others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Dealing with matters concerning the interests of Directors.
5. Trading of substantial assets or derivatives.
6. Lending significant loans, endorsement or provide guarantees.
7. Issuance, distribution or private placement of equity-type securities.
8. Appointment, dissolution or remuneration of a certified public accountant.
9. Appointment and removal of financial, accounting or internal audit supervisors.
10. Annual financial report and semi-annual financial report.
11. Major issues specified by this Company or competent authorities.
According to the laws of the Republic of China, the members of the Audit Committee shall consist of all Independent Directors. The Audit Committee of Pheonix Silicon International Corporation (PSI) must comply with the above-mentioned laws and regulations.
The Audit Committee has the authority to perform any appropriate audit and investigation as required by its Articles of Association and it must have direct contact with the Internal Audit staff, certified public accountants and all staff of the Company while performing its duties.
Members of the Audit Committee shall meet at least once a quarter. For details of the meeting of the Audit Committee and the conditions of attendance/absence of each member, please refer to the Annual Report of this Company.
The Remuneration Committee
The Remuneration Committee is established to assist the Board of Directors in implementing and evaluating the company's overall policies on compensations and benefits, as well as the remuneration of Directors and Managers.
According to the laws of the Republic of China, members of The Remuneration Committee are appointed by the Board of Directors. According to the Articles of Association for the Remuneration Committee of Pheonix Silicon International Corporation (PSI), the Remuneration Committee shall consist of at least 3 Independent Directors. Currently, The Remuneration Committee of Pheonix Silicon International Corporation (PSI) is comprised of 3 independent directors.
The Remuneration Committee shall have a meeting at least twice a year. For information about The Remuneration Committee meeting and the conditions of attendance/absence of each member, please refer to the annual report of this Company.
Organization and Operations of the Internal Audit Division
Purpose of Internal Audit
This Company has the Auditing Office for Internal Audit, which is designed to assist the Board of Directors and Managers in reviewing the deficiencies of the Internal Control system, measuring the effectiveness and efficiency of business operations, and providing timely recommendations for improvements to ensure that effective implementation of the Internal Control system can continue based on reviewing and correction of the Internal Control system.
Organization of the Internal Audit Division
This Company has the Auditing Office under the Board of Directors and the Auditing Office has a dedicated supervisor for Internal Audit, who shall conduct Internal Audit for this Company on the detached, independent, objective and fair stance.
Operation of the Internal Audit Division:
Scope of Audit Operations: Scope of this Company’s Internal Audit covers internal operations of this Company.
Objects of Audit: All units and subsidiaries of this Company.
Audit Operations:
Each year, the Auditor conducts a risk assessment on various types of operating activities within the Company and submits the Annual Audit Plan to the Audit Committee and the Board of Directors. The Annual Audit Plan based on the risk assessment results shall be approved by the Audit Committee and the Board of Directors. After that, the Auditor will carry out the relevant audit work according to the Annual Audit Plan next year.
The audit performed by this Company’s Auditing Office can be divided into the following types:
(1) Annual Audit Plan:
Audit is conducted based on the Annual Audit Plan approved by the Board of Directors.
(2) Project-Specific Audit:
Project-Specific Audit is conducted based on the instructions of the Board of Directors and the management to serve the needs of business or certain programs.
the Audit Report:
This Company’s Auditing Office reviews and assesses the implementation of the Internal Control System in the Company according to the Annual Audit Plan and submits the Audit Report to the general manager and the Chairman of the Board for review on a monthly basis. The Auditor will fully communicate with the unit under audit on the audit results and the deficiencies or abnormalities in the internal control system found during the audit process shall be disclosed in the audit report and in accordance with the "Guidelines for Establishment of the Internal Control System in Publicly Listed Companies." When the audit report is finished, the Audit Report will be reported to all members of the Audit Committee in this Company before the end of next month. the Audit Report will be presented at the Board of Directors audited on a quarterly basis.
After the Audit Report is submitted, the Audit Report needs to be tracked and a tracking report must be regularly prepared to ensure that the relevant units have taken appropriate and timely measures until relevant issues have been fully improved.
This Company’s Audit Supervisor must attend the meeting of the Board of Directors and report the results of Internal Audit.
Assisting each unit in Self-Assessment on Internal Control:
The Auditing Office must regularly urge all units and subsidiaries of this Company to conduct self-assessment on the Internal Control system. Self-assessment is conducted by each unit and subsidiary of the Company based on the implementation of Internal Control system and an evaluation form must be used to record the evaluation results. After completion of the assessment, the Auditing Office will review the internal control assessment results of each unit and its subsidiaries according to see if the assessment content is valid, and send the assessment results to Board of Directors for approval, so that this Company can issue the annual internal control statement .
External Declarations:
Pursuant to the "Guidelines for the Establishment of Internal Control System in Publicly Listed Companies," all the information to be submitted shall be uploaded to the Reporting System of Public Information Observing Station within a certain period of time.
Copyright (C) Phoenix Silicon International Corporation
(Chairman) 
(Chairman) 
