VIS has been actively planning
business strategies with company governance fundamentals ever
since its inauguration, ensuring company capability to maximize
investor's return with effective company governance mechanism
and sound operations. In 2003, VIS recruited a group of distinguished
professionals from the industry, as well as the finance and
legal field to join the new BOD. Then in fourth board, elected
on June 5, 2003, three committees of Audit, Company Governance
and Nomination, and Compensation were established. This has
greatly enhanced the supervision and governance functions
of the board. Relevant bylaws also set to implement major
principles of Corporate Governance, including protecting shareholders'
rights and interests, strengthening the powers of the board
of directors, fulfilling the function of supervisors, and
enhancing information transparency. The fifth board, which
was re-elected on May 11, 2006, has set up the Quasi Audit
Committee and Compensation Committee directly under the board
in compliance with the regulation changes and company governance
requirements from the government. BOD also updated Organic
Regulations of Quasi Audit Committee and Organic Regulations
of Compensation Committee based on the stipulation examples
government provided, constituted Board Meeting Standing Orders
in accordance to government guidance, in order to effectively
improve and achieve the important company governance principles
overall.
VIS has established and effectively implemented a comprehensive
internal control system. All departments are required to conduct
regular internal evaluation for daily operation. Further,
BOD and the management review the evaluation reports and reports
from internal audit department regularly to ensure the operational
efficiency, the accuracy of financial reporting and compliance
to all regulations.
Quasi Audit Committee
Quasi Audit Committee is set up to enhance the supervising function of the board. The purpose of this committee is to supervise the proper presentation of company financial report; the selection, termination, independence and performance of certifying accountant; the effectiveness of company internal control process; the company compliance of laws, regulations and legal terms; and the existing or potential risk management of the company.
Quasi Audit Committee is chartered to audit the regulation, adjustment and effectiveness of the company internal control system, and to audit the annual and semi-annual financial report. It is also chartered to supervise the transactions of major business asset or derivatives; the major financial activities such as loans, endorsements, and guarantees; the interest concerns of BOD members; the authorization, termination and compensation for the certifying accountants; the appointment and termination of company heads in financial, accounting, and internal auditing functions. As of Mar. 19, 2008, there are four members that comprise the Quasi Audit Committee: two directors, and two supervisors.
Compensation Committee
Compensation Committee is to assist the board to perform its
responsibilities related to corporate compensation and benefit
policies, plans and programs to attract and retain talent
for the company.
Compensation Committee is chartered to propose the overall
company compensation policies and structure, the compensation
implementation for BOD and Chairman; the compensation implementation
for executives including the President, the bonus and inspiration
implementation for executives including the President, and
other issues authorized by the board.
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