To enhance supervisory functions and strengthen management, the Board of Directors has established the “Audit Committee,” “Remuneration Committee,” and “Sustainble Development and Nominating Committee.” In addition to independently exercising their powers as required by law, functional committees are accountable to the Board of Directors and must submit their proposals to the Board for resolution.
Diamond Biofund has established an Audit Committee within the Board of Directors, composed entirely of independent directors. The operation of the Audit Committee focuses on supervising the fair presentation of the company’s financial statements, the selection (or dismissal) and independence and performance of the certifying accountants, the effective implementation of the company’s internal controls, the company’s compliance with relevant laws and regulations, and the management of the company’s existing or potential risks. The evaluation results are submitted to the Board of Directors for discussion.
The Audit Committee of Diamond Biofund was chaired by independent director DerTsai Lee. The committee held meetings at least once per quarter.
The attendance record of the Audit Committee in 2025 is as follows:
The Audit Committee recently convened on December 22, 2025.
Second term
|
Position |
Name |
Name |
Number of meetings |
Number of meetings |
|
Independent director (Convener) |
Der-Tsai Lee |
7 |
7 |
100% |
|
Independent director (Member) |
Fei-Peng Lee |
7 |
6 |
86% |
|
Independent director (Member) |
Shu-Hui Chang |
7 |
6 |
86% |
|
Independent director (Member) |
Li-Ching Chen |
7 |
7 |
100% |
|
Independent director (Member) |
Chi-Yu Hsiang |
7 |
7 |
100% |
|
Independent director (Member) |
Shih-Tsung Chang |
7 |
7 |
100% |
The operational status in 2025 is as follows:
|
Meeting date |
Session |
Motion |
Resolution results of the Audit Committee |
The Company’s response to the opinions of the Audit Committee members |
| 114.02.25 | 6th Meeting of the second-term | 2024 individual financial statements and 2024 business report | Approved as proposed by all attending members | None |
| Proposal for 2023 deficit compensation | Approved as proposed by all attending members | None | ||
| 2024”Overall Evaluation Report on the Internal Control System” and “Internal Control System Statement” | Approved as proposed by all attending members | None | ||
| Proposal to Amend Certain Provisions of the “Articles of Incorporation” | Approved as proposed by all attending members | None | ||
| Proposal to Amend Certain Provisions of the “Assets Acquisition and Disposal Procedures” | Approved as proposed by all attending members | None | ||
| Proposal to Amend Certain Provisions of the “Internal Control System – Payroll Cycle” | Approved as proposed by all attending members | None | ||
| Donation to the “Lovely Taiwan Foundation” | Approved as proposed by all attending members | None | ||
| 114.04.08 | 7th Meeting of the second-term | Independence, competence, and audit fee of the certified public accountant appointed by the Company in 2025 | Approved as proposed by all attending members | None |
| Proposal to set the record date for capital increase through the issuance of new shares for the conversion of employee stock options issued by the Company | Approved as proposed by all attending members | None | ||
| Proposal to Dispose of (Sublease) Part of a Right-of-Use Asset to a Related Party – Oneness Biotech Co., Ltd. | Approved as proposed by all attending members | None | ||
| 114.05.09 | 8th Meeting of the second-term | The individual financial statements for the first quarter of 2025 | Approved as proposed by all attending members | None |
| Appointment of the chief auditor | Approved as proposed by all attending members | None | ||
| 114.07.08 | 9th Meeting of the second-term | Proposal to set the record date for capital increase through the issuance of new shares for the conversion of employee stock options issued by the Company | Approved as proposed by all attending members | None |
| Appointment of the Company’s acting spokesperson and chief financial officer | Approved as proposed by all attending members | None | ||
| Appointment of the Company’s chief accounting officer |
Approved as proposed by all attending members | None | ||
| Donation to the “Taiwan Bio-development Foundation” | Approved as proposed by all attending members | None | ||
| Independence Assessment for the Engagement of Deloitte & Touche to Provide Consulting Services for the Implementation of IFRS Sustainability Disclosure Standards | Approved as proposed by all attending members | None | ||
| 114.08.08 | 10th Meeting of the second-term | The individual financial statements for the second quarter of 2025 | Approved as proposed by all attending members | None |
| 114.11.10 | 11th Meeting of the second-term | The individual financial statements for the third quarter of 2025 | Approved as proposed by all attending members | None |
| Proposal to Amend Certain Provisions of the “Assets Acquisition and Disposal Procedures” | Approved as proposed by all attending members | None | ||
| Proposal to Amend Certain Provisions of the “Sustainable Development Best Practice Principles” | Approved as proposed by all attending members | None | ||
| Proposal to Amend Certain Provisions of the “Internal Control System – Payroll Cycle” | Approved as proposed by all attending members | None | ||
| Proposal to Amend Certain Provisions of the “Internal Audit Implementation Rules” | Approved as proposed by all attending members | None | ||
| Proposal for the “2026 Audit Plan” | Approved as proposed by all attending members | None | ||
| Proposal to Formulate the Corporate Value Enhancement Plan | Approved as proposed by all attending members | None | ||
| Appointment of the Chief Auditor | Approved as proposed by all attending members | None | ||
| Donation to the “Taiwan Bio-development Foundation” | Approved as proposed by all attending members | None | ||
| 114.12.22 | 12th Meeting of the second-term | 2026 corporate business plan | Approved as proposed by all attending members | None |
| Proposal to Formulate the Operating Procedures for the Investment of Uninvested Funds | Approved after the amendment | Amendments to Article 15 and Article 16, as recommended by the Independent Directors | ||
| Proposal to Amend Certain Provisions of the “Internal Audit Implementation Rules” | Approved as proposed by all attending members | None | ||
| Appointment of the Company’s acting spokesperson and chief financial officer | Approved as proposed by all attending members | None | ||
| Proposal to set the record date for capital increase through the issuance of new shares for the conversion of employee stock options issued by the Company | Approved as proposed by all attending members | None |
Diamond Biofund has established communication channels between the Audit Committee, CPAs, and the internal audit supervisor. The internal audit supervisor submits a monthly report summarizing the previous month’s audit deficiencies and improvements to the independent directors for review. The internal audit supervisor regularly attends quarterly Audit Committee meetings to report on audit operations, audit results, and follow-up actions. Additionally, the internal audit supervisor attends quarterly Board of Directors meetings to report on the execution of internal audit operations. Furthermore, the CPAs explain the process, scope, and updates on relevant regulations during the quarterly Audit Committee meetings and discuss them with the independent directors. Independent directors can also communicate with the internal audit supervisor and CPAs via email, meetings, or telephone as needed. Overall, the communication practices operate smoothly.
To establish a sound remuneration system for directors and managers, Diamond Biofund evaluates whether the compensation received by directors and managers is fair and reasonable. The Board of Directors has approved the “Remuneration Committee Charter,” and the “Remuneration Committee” has been established under the Board of Directors. The committee consists of six members, all of whom are independent directors. The Remuneration Committee meets at least twice a year.
The attendance record of the Remuneration Committee in 2025 is as follows:
The committee held meetings at least twice per year. The Remuneration Committee recently convened on December 22, 2025.
Second term
|
Position |
Name |
Number of meetings |
Number of meetings |
Attendance |
|
Independent director (Convener) |
Der-Tsai Lee |
4 |
4 |
100% |
|
Independent director (Member) |
Fei-Peng Lee |
4 |
3 |
75% |
|
Independent director (Member) |
Shu-Hui Chang |
4 |
3 |
75% |
|
Independent director (Member) |
Li-Ching Chen |
4 |
4 |
100% |
|
Independent director (Member) |
Chi-Yu Hsiang |
4 |
4 |
100% |
|
Independent director (Member) |
Shih-Tsung Chang |
4 |
4 |
100% |
The operational status in 2025 is as follows:
| Meeting date | Session | Motion | Resolution results of the Remuneration Committee | The Company’s response to the opinions of the Remuneration Committee members |
| 114.04.08 | 3rd Meeting of the second-term | Proposal to incorporate ESG metrics into Key Performance Indicators (KPIs) for senior executives and link them to compensation | Approved as proposed by all attending members | None |
| 114.07.08 | 4th Meeting of the second-term | Proposal on the compensation of the newly appointed acting spokesperson and chief financial officer | Approved as proposed by all attending members | None |
| Proposal on the compensation of the newly appointed chief accounting officer | Approved as proposed by all attending members | None | ||
| Proposal on other bonus compensation for Managers | Approved as proposed by all attending members | None | ||
| 114.11.10 | 5th Meeting of the second-term | Proposal on the compensation of the newly appointed Vice President | Approved as proposed by all attending members | None |
| 114.12.22 | 6th Meeting of the second-term | Proposal on the compensation of the newly appointed acting spokesperson and chief financial officer | Approved as proposed by all attending members | None |
| Proposal on the policies, systems, criteria, and structure for the performance evaluation and compensation of Directors and Managers | Approved as proposed by all attending members | None | ||
| Proposal on the compensation of Independent Directors for Fiscal Year 2026 | Approved as proposed by all attending members | None | ||
| Proposal on the compensation of Non-independent for Fiscal Year 2026 | Approved as proposed by all attending members | None | ||
| Proposal on the year-end and performance bonuses for Managers for Fiscal Year 2025 | Approved as proposed by all attending members | None | ||
| Proposal on the compensation of Managers for Fiscal Year 2026 | Approved as proposed by all attending members | None |
When conducting evaluations, the Remuneration Committee should comprehensively consider the following principles:
In practice, the Remuneration Committee adheres to the duty of care expected of a good manager, regularly reviewing policies, systems, standards, and structures for evaluating and determining directors’ and managers’ performance and compensation. Recommendations are then submitted to the Board of Directors for discussion.
The Company’s Nominating Committee shall be appointed via a board of directors’resolution and consists of at least 3 directors, of which over half shall be independent directors. To enhance the functionality of the board of directors, implement sustainability goals, and strengthen risk governance and sustainable governance, the “Nominating Committee” was renamed to the ” Sustainable Development and Nominating Committee” on December 23, 2024.
The following are its powers and duties:
The attendance record of the Sustainable Development and Nominating Committee in 2025 is as follows:
The Sustainable Development and Nominating Committee meets at least once a year, with the most recent meeting held on December 22, 2025.
Second term
| Position | Name | Corporate sustainability professional expertise and competencies |
Number of meetings required to attend | Number of meetings actually attended | Attendance Rate (%) |
Independent director (Convener) |
Der-Tsai Lee |
【Information Security Expertise】
2025 Sustainability Training & Continuing Education
–
2025 TS Holdings Net Zero Summit: IFRS Sustainability Disclosure in Practice (G) –
2025 Insider Trading Prevention Seminar (G) |
4 | 4 | 100% |
Chairman (Member) |
Pan-Chyr Yang |
【Biotechnology and Healthcare Expertise】
2025 Sustainability Training & Continuing Education
–
Global Sustainability Regulatory Trends and Climate-Related Disclosures (E) –
2025 TS Holdings Net Zero Summit: IFRS Sustainability Disclosure in Practice (G) –
Principles of Fair Treatment of Customer: From Regulatory Requirements to Governance Practices (S, G) –
Financial Accessibility and Protection for Vulnerable Groups: Inclusive Governance Issues (S, G) –
Risk and Cybersecurity Issues in the AI Era (S, G) –
Virtual Assets and Real-World Money Laundering (S, G) –
Corporate Governance and Securities Regulations (G) –
Financial Statement Review for Directors with Non-Financial Backgrounds (G) |
4 | 4 | 100% |
Vice Chairman (Member) |
Tsu-Der Lee |
【Biotechnology, Healthcare, Venture Capital, and Management Expertise】
2025 Sustainability Training & Continuing Education
–
Industrial Application and Case Studies of Smart Manufacturing and Digital Decision-Making (S, G) –
2025 TS Holdings Net Zero Summit: IFRS Sustainability Disclosure in Practice (G) |
4 | 2 | 50% |
Independent director (Member) |
Li-Ching Chen |
【Accounting Expertise】
2025 Sustainability Training & Continuing Education
–
Global and Taiwan Economic Outlook and Policy Impacts (S, G) –
The Impact of Carbon Pricing on Corporate Operations (E, G) |
4 | 4 | 100% |
Independent director (Member) |
Chi-Yu Hsiang |
【Legal Expertise】
2025 Sustainability Training & Continuing Education
–
Key Corporate Financial Decision-Making for Directors and Supervisors (G) –
Sustainable Finance (G) |
4 | 4 | 100% |
Note: All committee members possess the professional expertise required by the Sustainable Development and Nominating Committee. Please refer to the “Board of Directors” page.
The operational status in 2025 is as follows:
|
Meeting date |
Session |
Motion |
Resolution |
The |
| 114.02.25 | 2nd Meeting of the second-term |
Risk assessment report for Fiscal Year 2024 | This item was presented for reporting, and the Board acknowledged the report. |
None |
| Stakeholder engagement performance report for Fiscal Year 2024 | This item was presented for reporting, and the Board acknowledged the report. |
None | ||
| Materiality assessment results report | This item was presented for reporting, and the Board acknowledged the report. |
None | ||
| Cybersecurity management implementation report for Fiscal Year 2024 | This item was presented for reporting, and the Board acknowledged the report. |
None | ||
| Competence assessment report on engaging a Third-Party Organization to conduct Greenhouse Gas Inventory Verification and Sustainability Report assurance for Fiscal Year 2024 | This item was presented for reporting, and the Board acknowledged the report. |
None | ||
| 114.08.08 | 3rd Meeting of the second-term |
Proposal to amend the “Organizational Charter of the Sustainability and Nomination Committee” | Approved as proposed by all attending members |
None |
| Proposal on the 2024 Sustainability Report | Approved as proposed by all attending members |
None | ||
| 114.11.10 | 4th Meeting of the second-term |
Proposal to Amend Certain Provisions of the “Sustainable Development Best Practice Principles” | Approved as proposed by all attending members |
None |
| Proposal to submit the “IFRS Sustainability Disclosure Standards implementation plan” | Approved as proposed by all attending members |
None | ||
| 114.12.22 | 5th Meeting of the second-term |
Status of the implementation of risk assessment response measures for Fiscal Year 2025 | This item was presented for reporting, and the Board acknowledged the report. |
None |
| Sustainability Implementation Results (2025) and Action Plan (2026) | This item was presented for reporting, and the Board acknowledged the report. |
None |
醣基生醫股份有限公司
2017年9月27日登錄興櫃市場交易 (6586:TT)
公司所在地
台北,台灣
公司設立日期
2013
登錄公開市場
2017
公司官網
https://www.chopharma.com/cn/index.html