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 three members.
- Tenure：From March 4, 2021 to March 3, 2024.
- Attendance: In 2022 , the committee were convened 5 regular meetings. The status of attendance by committee members was as follows:
|Title||Name||Attendance in Person||By Proxy||Attendance Rate in Person (%)|
|Independent Director||Emma Chang||5||0||100%|
|Independent Director||Peng-Heng Chang||5||0||100%|
- Matters described in Article 14-5 of the Securities and Exchange Act:
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. During 2022, 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 23, 2022
5th Regular Meeting
|May 11, 2022
6th Regular Meeting
|August 10, 2022
7th Regular Meeting
|November 09, 2022
8th Regular Meeting
IR ContactAnnie Wu
Common Stock Transfer AgentThe Transfer Agency Department of
Chinatrust Commercial Bank
Address: 5F, 83, Sec. 1, Chung-Ching S. Rd.,
Taipei, Taiwan 100, R.O.C.