Audit Committee

Audit committee members

NameProfessional qualifications and experience
Professional qualifications and experience
(Convenor)		Hsu, Mei-FangGraduate of Accounting Department, Ming Chuan University
More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation..
More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession.
She is currently the practicing CPA of Dayar CPA Firm with the professional qualification and skills in finance and familiar with relevant laws and regulations. She provides the Company necessary supervision and suggestions from a professional and objective perspective.
Independent directorKao, Chin-ChengMaster, Graduate Institute of Law, National Chung Hsing University
More than 5 years of work experience in commerce and law and experience necessary for company operation.
More than 5 years of working experience as an attorney who has passed a national examination and been awarded a certificate in a profession.
He is currently the Managing Partner of Kao Chin-Cheng Law Firm with professional knowledge in laws and familiar with relevant regulations. He provides legal opinions for the board of Directors with regard to corporate governance and on legal compliance of business decisions of the Company helping to mitigate the risk of violation of laws.
Independent directorLiao, Da-YingDoctor of Philosophy in Law, Kobe University
More than 5 years of work experience in commerce and law and experience necessary for company operation.
More than 5 years of experience as a professor in an academic department related to the business needs of the company in a public or private junior college, college, or university.
He is currently the professor of the college of law in Tunghai University with profound knowledge in law and is a highly respected figure in academia. He benefits the Company with his familiarity in corporate governance and offers valuable legal knowledge and opinions on corporate governance to the board.

Audit Committee's operations:

The Company's Audit Committee consists of 3 independent directors.  The Committee aims to help the Board of Directors perform the supervision on quality and ethics of the Company’s execution of the accounting, auditing, financial and reporting procedures, and financial controls.

The Audit Committee is responsible for reviewing the matters including:

    1. Financial statements.
    2. Audit and accounting policies and procedures.
    3. Internal control system-related policies and procedures.
    4. Important assets or transactions of derivative instruments.
    5. Important loans and endorsements or guarantees.
    6. Offering or issuance of securities.
    7. Financial derivatives and investment in cash.
    8. Compliance.
    9. Whether managers and directors engage in transactions with related parties, and potential conflict of interest.
    10. Report on complaints.
    11. Anti-corruption plan and corruption investigation report.
    12. Information security.
    13. Corporate risk management.
    14. Qualification & experience, independence and performance evaluation of external auditors.
    15. Appointment or dismissal of, or remuneration to, the external auditors.
    16. Appointment/dismissal of finance/accounting officers or internal audit officer.
    17. Performance of the Audit Committee’s duties.
    18. Audit Committee’s self-performance evaluation questionnaire.

 

Review on financial reports

The Board of Directors prepared the Company's 2024 business report, financial statements and earnings distribution plan, among which the financial statements (including consolidated financial statement) have been audited by Nexia Sun Rise CPAs & Co., and an auditors’ report has been issued. Said operation review, financial statements and motions for distribution of earnings or covering of loss have been reviewed by the Audit Committee and found to have no inconsistencies.

 

Evaluation on effectiveness of the internal control system

The Audit Committee evaluated the effectiveness of policies and procedures about the Company's internal control system (including finance, operation, risk management, information security, contract award and compliance control policies), and also reviewed the Company's Audit Dept. and external auditors, in addition to the management’s periodic reports, including risk management and compliance reports. By reference to the Internal Control-Integrated Framework released by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee believed that the Company’s risk management and internal control system should be held effective.  The Company has also adopted necessary control mechanism to supervise and correct any misconduct.

The Audit Committee held 6 meetings (A) in 2024. The attendance record of independent directors is listed below:
Job titleNameActual attendance (B)Attendance by proxyActual attendance rate (%)(B/A)Remarks
Independent director
(Convenor)		Hsu, Mei-Fang60100%
Independent directorKao, Chin-Cheng60100%
Independent directorLiao, Da-Ying60100%
Date of Audit Committee meetingProposal content and subsequent actions takenResult of Audit Committee’s resolutionThe Company’s response to the Audit Committee’s opinions
5th meeting of 2nd term
2024/01/31		No discussion matter.N/AN/A
6th meeting of 2nd term
2024/03/07		1. 2023 Business Report and financial statementsApproved by all of the Audit Committee membersUnanimously approved by all directors present
2. Evaluation of the independence and competency of CPAs for 2024.Approved by all of the Audit Committee membersUnanimously approved by all directors present
3. Amendments to the Company’s “Rules of Procedure for Shareholders Meetings”Approved by all of the Audit Committee membersUnanimously approved by all directors present
4. Proposal of amendments to the Company’s “Parliamentary Rules for Directors' Meetings.”Approved by all of the Audit Committee membersUnanimously approved by all directors present
5. Amendments to the Company's “Audit Committee Charter”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
6. Amendments to the “Sales and Collection Cycle”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
7. Discussion about the Statement of International Control System for 2023.Approved by all of the Audit Committee membersUnanimously approved by all directors present
8. Discussion on the project of building a factory on the site of the CompanyApproved by all of the Audit Committee membersUnanimously approved by all directors present
9. The Company intends to continue the disposal of the equity interests of its Korean subsidiary.Approved by all of the Audit Committee membersUnanimously approved by all directors present
7th meeting of 2nd term
2024/05/08		1. The Company's 2024 first quarter financial report.Approved by all of the Audit Committee membersUnanimously approved by all directors present
2. The Company has commissioned the construction of a factory building project.Approved by all of the Audit Committee membersUnanimously approved by all directors present
8th meeting of 2nd term
2024/08/13		1. Report on the Company’s financial statements for the second quarter of 2024.Approved by all of the Audit Committee membersUnanimously approved by all directors present
9th meeting of 2nd term
2024/09/23		1. Amendment to the Company's Approval Authority Table.Approved by all of the Audit Committee membersUnanimously approved by all directors present
2. The Company's acquisition of machinery and equipment and plant construction projects.Approved by all of the Audit Committee membersUnanimously approved by all directors present
3. The Company's plan to acquire shares.Approved by all of the Audit Committee membersUnanimously approved by all directors present
10th meeting of 2nd term
2024/11/12		1. Report on the Company’s financial statements for the third quarter of 2024.Approved by all of the Audit Committee membersUnanimously approved by all directors present
2. Amendment to the Company's “Regulations Governing the Management of Sustainable Information”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
3. Amendment to the Company's “Regulations Governing the Preparation and Verification of Sustainability Reports”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
4. Amendment to the Company's “MIS Circular Framework”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
5. Discussion about the Company's 2025 internal audit plan.Approved by all of the Audit Committee membersUnanimously approved by all directors present
6. The Company's plan to raise and issue the fifth domestic unsecured convertible corporate bonds.Approved by all of the Audit Committee membersUnanimously approved by all directors present