Audit Committee
The Audit Committee was established to assist the Board of Directors in improving the performance of corporate governance. Its main functions include the selection (and dismissal), independence, and performance of certified public accountants, the fair presentation of financial reports, the management of the existing or potential risks of the Company, and the supervision of the effective implementation of internal control systems of the Company.
The Audit Committee meets regularly on a quarterly basis and, within its terms of reference, may invite the managers of relevant departments, internal audit officers, certified public accountants, attorneys, or other personnel of the Company to attend the meeting as non-voting participants and provide pertinent and necessary information.
The Audit Committee is responsible to review the following major matters:
- The adoption of or amendments to the internal control system pursuant to Article 14-1
of the Securities and Exchange Act; - Assessment of the effectiveness of the internal control system;
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others;
- Matters in which a director is an interested party;
- Material asset or derivatives transactions;
- Material lending funds, endorsements or guarantees;
- Offering or issuance of any equity-type securities;
- Hiring or dismissal of an attesting CPA, or the compensation given thereto;
- Appointment or discharge of financial, accounting, or internal auditing officers;
- Annual and semi-annual financial reports;
- Proposal of business report, profit distribution or loss appropriation;
- Other significant matters as stipulated by the Company, laws and regulations, or competent authorities.
- The Company's Audit Committee consists of four members.
- Tenure：From May 22nd, 2024 to May 21st, 2027. According to the regulations, the tenure of directors may be extend to latest Shareholder's Meeting which elected the new session of the Board members.
- Attendance: In 2024 and Q1 of 2025, the committee convened 6 meetings. The status of attendance by committee members was as follows:
| Title | Name | Attendance in Person | By Proxy | Attendance Rate in Person (%) |
| Independent Director (Chair) |
Laura Huang | 6 | 0 | 100% |
| Independent Director | Peng-Heng Chang | 6 | 0 | 100% |
| Independent Director | Emma Chang | 6 | 0 | 100% |
| Independent Director | Han-fei Lin | 5 | 1 | 83% |
- Matters described in Article 14-5 of the Securities and Exchange Act:
| Board of Directors meeting date and session |
Motion | Resolution of the Audit Committee | The Company's response to Audit Committee members' opinion | |
|---|---|---|---|---|
| February 21st, 2024 14th meeting of the 1st session |
|
Approved by all committee members as proposed | Approved by all directors present as proposed | |
| May 9th, 2024 15th meeting of the 1st session |
|
Approved by all committee members as proposed | Approved by all directors present as proposed | |
| June 20th, 2024 1st meeting of the 2nd session |
|
Approved by all committee members as proposed | Approved by all directors present as proposed | |
| August 1st, 2024 2nd meeting of the 2nd session |
|
Approved by all committee members as proposed | Approved by all directors present as proposed | |
| Novenber 1st, 2024 3rd meeting of the 2nd session |
|
Approved by all committee members as proposed | Approved by all directors present as proposed | |
| February 20th, 2025 4th meeting of the 2nd session |
|
Approved by all committee members as proposed | Approved by all directors present as proposed | |
Descriptions of the Communications between the Independent Directors and the Internal Auditors or the Independent Auditors
(Ⅰ) The head of internal audit shall regularly report to the Audit Committee on the review of deficiencies in the internal control system, make records, track and implement improvements, and submit reports to the Board of Directors.
(Ⅱ) Regularly report to the Audit Committee
- Annual internal audit plan；
- Internal audit operations execution and improvement of deficiencies.
(Ⅲ) The Company’s independent auditors have presented the findings of their quarterly review or audits on the Company’s financial results. Under applicable laws and regulations, the independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered. So far the Company’s independent auditors did not report any irregularity. The communication channel between the Audit Committee and the independent auditors functioned well.
The Communications between the Independent Directors and the Internal Auditors or the Independent Auditors
| Meeting Dates | Communications between the Independent Directors and the Internal Auditors | Communications between the Independent Directors and the Independent Auditors | |
|---|---|---|---|
| February 21st, 2024 14th meeting of the 1st session |
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| May 9th, 2024 15th meeting of the 1st session |
|
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| June 20th, 2024 1st meeting of the 2nd session |
N/A | N/A | |
| August 1st, 2024 2nd meeting of the 2nd session |
|
|
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| November 1st, 2024 3rd meeting of the 2nd session |
|
|
|
| February 20th, 2025 4rd meeting of the 2nd session |
|
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Contact
-
IR ContactTel. 886-3-666-8788
E-mail. [email protected] -
Common Stock Transfer AgentThe Transfer Agency Department of
Chinatrust Commercial Bank
Tel. 886-2-66365566
Address: 5F, 83, Sec. 1, Chung-Ching S. Rd.,
Taipei, Taiwan 100, R.O.C.
Webiste: https://ecorp.chinatrust.com.tw
