Page 41 - 台玻集團2019 CSR英文版

2019 Corporate Sustainability Report TAIWANGLASS

Remuneration Committee

To establish a healthy remuneration system for the directors and managers in TGI, the Remuneration Committee was established
following the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose
Stock is Listed on the Stock Exchange or Traded Over the Counter". This committee serves to professionally and objectively evaluate the
remuneration policy and system of directors and managers and make suggestions to the Board of Directors as needed. The committee
regularly reviews its organizational procedure, annual/long-term performance objectives
for the directors and managers and their remuneration policy, system, standards and
structures, and the performances. The committee will propose the remuneration for
each director and manager as a reference in policymaking. In 2019, two Remuneration
Committee meetings were held to discuss "Compensation of the Directors and Managerial
Officers of TGI in 2018"and review " Regulations Governing Compensation of the Directors
and Managerial Officers".

The aforementioned salary and remuneration include cash compensation, share For more information
options, dividends, retirement benefits or termination payments, various allowances and on the policy and
responsibilities of our
other measures that have substantial incentives; its scope should be consistent with Nomination Committee,
the guidelines for recordable items in the annual report of public offering companies. Audit Committee
The remuneration of directors, supervisors, and managers is the same. TGI has not and Numeration
yet consulted the interested parties on the salary policy in 2019 and will consider the Committee, please visit
the TGI website
participation of interested parties as future reference.
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Internal Audit Department

The Internal Audit Department (IAD) of TG is an independent unit under the Board of Directors. IAD has a suitable number of eligible
auditors who, in addition to regular presentations during the board meetings, report to the chairman, supervisors and independent directors
regularly or when necessary. In 2019, a total of 35 internal audits were conducted and no major anomalies were found.

This company has its own Internal Audit Implementation Rules, based on which the IAD reviews and assesses the company's internal
control system, business performance, and efficiency. The IAD then offers timely suggestions for improvement to ensure that the internal
control system is implemented continuously and effectively. The scope of audit covers all operations of the company and our subsidiaries.
The IAD mainly conducts audits based on the audit plan approved by the Board of Directors. The audit plan is based on recognized risks. The
IAD also conducts an audit on a case-by-case base when necessary. The self-inspection results, the internal control flaws and any matters
that need improvement discovered by the IAD will be as a reference in the evaluation of the internal control system's effectiveness and the
foundation of Management's Reports on Internal Control.

Avoidance of Conflict of Interest

TGI's rules of procedures for meetings of its Board of Directors include clauses for the avoidance of conflict of interest. If any director or
a juristic person represented by a director is an interested party concerning to any agenda item, the director may express his/her opinions
and answer questions at the meeting but may not participate and shall be excused during discussion or voting on that agenda item, and may
not act as another director's proxy to exercise voting rights. Furthermore, this company has professional and unbiased independent directors,
who offer objective suggestions based on their expertise and experience as the company formulates strategies. The Board of Directors will
fully consider the independent directors' opinions when discussing any agendas. Any reasons or opinions for agreement or objection will be
recorded while staying in line with the principle of avoidance of conflict of interest to fully protect the company's interests.