Audit Committee

The Company’s Audit Committee was established on September 18, 2018, to replace the original supervisors. The members of the committee are composed of the independent directors of the board of directors (three members), with an independent director elected by all members as the convener and chair of the committee meetings. The operations are conducted in accordance with the Company’s Audit Committee Charter. The matters that shall be reviewed by the committee include the Company’s financial statements, the Company’s auditing and accounting policies and procedures, the Company’s internal control system, major asset or derivatives transactions, fundraising or issuance of securities, appointment, dismissal, or remuneration of certified public accountants, and appointment and dismissal of financial, accounting, or internal audit managers.

 

Key Focus Areas for 2024

1. Review of Financial Reports: The Board of Directors of the company has submitted the 2023 financial statements (including consolidated financial statements), audited and certified by CPAs Zhi Bingjun and Lai Zongxi of PricewaterhouseCoopers Taiwan. Together with the business report and the profit distribution proposal, they were reviewed and approved by the 14th Audit Committee of the 2nd term (2024.2.16) and resolved by the 15th Board of Directors of the 12th term (2024.2.21). They have been submitted for approval at the 2024 Annual General Meeting of Shareholders (2024.5.30).

 

2. Assessment of the Effectiveness of the Internal Control System: The company evaluates the effectiveness of the internal control system based on the criteria set by the "Regulations Governing Establishment of Internal Control Systems by Public Companies." The design and implementation of the internal control system for 2023 were assessed to be effective. The internal control self-assessment was completed on 2023.12.31, with no significant deficiencies found in the design and implementation of the internal control system. Based on this assessment, the internal control system's design and implementation are deemed effective. This was reviewed and approved by the 14th Audit Committee of the 2nd term (2024.2.16) and resolved by the 15th Board of Directors of the 12th term (2024.2.21), after which the "Internal Control System Statement" for 2023 was issued.

 

Audit Committee Members

PositionNameExperience
Convener Wan-Ying Lin

 

  • Adjunct Associate Professor, Department of Accounting, National Chengchi University
Independent Director Cheng-Kiang Fan

 

  • Visiting Associate Professor and Department Head, Department of Information Management, National Sun Yat-sen University
  • Director of the Computer Center, National Central University
Independent Director Hung-Chieh Chen

 

  • Member, Commercial Law Committee, Taipei Bar Association
  • Deputy Secretary General, Taiwan Trust Association
  • Executive Secretary, Xiangyang Public Welfare Foundation

 

The Audit Committee held six (A) meetings during 2024; the attendance of independent directors is as follows:

TitleNameActual attendance(B)Attendance by proxyActual attendance(%) (B/A)Notes
Convener and chair Yi-Bing Lin 2 0 100% Reelected on July 30, 2021
Committee member Cheng-Kang Chen 2 0 100% Reelected on July 30, 2021
Committee member Jui-Tang Chang 2 0 100% Reelected on July 30, 2021

 

TitleNameActual attendance(B)Attendance by proxyActual attendance(%) (B/A)Notes
Convener and chair Wan-Ying Lin 4 0 100% Reelected on May 30, 2024
Committee member Cheng-Kiang Fan 4 0 100% Reelected on May 30, 2024
Committee member Hung-Chieh Chen 4 0 100% Reelected on May 30, 2024

 

Communication with Independent Directors, Chief Internal Auditor, and Certified Public Accountants:

(1) Modes of Communication between Independent Directors, Chief Internal Auditor, and Certified Public Accountants: The Independent Directors of the Company have a direct channel of communication with the Chief Internal Auditor and the Certified Public Accountants. In accordance with regulatory authorities' requirements, they periodically audit the financial and operational status of the Company, engaging in direct communication with management and supervisory units.

 

1. The Company's Chief Internal Auditor regularly presents internal audit reports at each quarterly Audit Committee meeting, providing comprehensive communication regarding the execution of audit activities, the status of rectifying deficiencies, and their effectiveness.

 

2. The Company's Certified Public Accountants report on the audit or review results of the financial statements of the Company and its subsidiaries, as well as other communication items required by relevant laws and regulations, in Audit Committee meetings following the completion of the semi-annual and annual financial statement audit work.

 

(II) Summary of the communication between independent directors and CPAs:

 

Audit CommitteeCommunication MattersCommunication Results

2nd-14th Meeting

(2024.2.16)

Review of the 2023 Business Report and Financial Statements Reviewed and approved, reported to the Board of Directors for resolution.

2nd-15th Meeting

(2024.4.30)

Q1 2024 Financial Statements Reviewed and approved, reported to the Board of Directors for resolution.

3rd-2th Meeting

(2024.8.6)

Q2 2024 Financial Statements Reviewed and approved, reported to the Board of Directors for resolution.

3rd-3th Meeting

(2024.11.8)

Q3 2024 Financial Statements Reviewed and approved, reported to the Board of Directors for resolution.

 

 

(III)Summary of the communication between independent directors and the internal audit officer:

 

Audit CommitteeCommunication MattersCommunication Results

2nd-14th Meeting

(2024.2.16)

Q4 2023 Internal Audit Report

Review of the 2022 Internal Control Statement

Noted. 

Reviewed and approved, reported to the Board of Directors for resolution.

2nd-15th Meeting

(2024.4.30)

Q1 2024 Internal Audit Report Noted.

3rd-2th Meeting

(2024.8.6)

Q2 2024 Internal Audit Report Noted.

3rd-3th Meeting

(2024.11.8)

Q3 2024 Internal Audit Report Noted.

3rd-4th Meeting

(2024.12.16)

Review of the 2024 Audit Plan Reviewed and approved, reported to the Board of Directors for resolution.

 

List of Remuneration Committee members

To enhance the salary and remuneration system of the company's directors and executives, the company established the "Remuneration Committee" in 2018. The committee members are appointed by the board, with a total of three members, including at least one independent director from the company. The current convener and meeting chairperson is independent director Chen Zhenggang. The Remuneration Committee is responsible for formulating and periodically reviewing policies, systems, standards, and structures for performance evaluation and compensation for directors and executives. According to the "Remuneration Committee Organization Regulations," the Remuneration Committee should meet at least twice a year, and meeting details and member attendance are available in the company's annual reports.

 

Responsibilities of the Remuneration Committee

 

The authority of the company's Remuneration Committee is to evaluate the salary and remuneration policies and systems for the company's directors and executives from the perspective of good management and objectivity, at least twice a year, and may convene meetings as needed. It provides recommendations to the board for their decision making.

 

1. Authority of the company's Remuneration Committee

  • A. Formulate and periodically review policies, systems, standards, and structures for performance evaluation and compensation for directors and executives.
  • B. Regularly evaluate and determine the compensation for directors and executives.

2. Standards for the Remuneration Committee

  • A. Performance evaluation and compensation for directors and executives should reference industry standards and take into account individual performance, company operational performance, and the related rationality of future risks.
  • B. Directors and executives should not be encouraged to engage in behavior beyond the company's risk tolerance in pursuit of compensation.
  • C. The proportion of short-term performance bonuses for directors and senior managers and the timing of certain variable compensation payments should consider the industry's characteristics and the nature of the company's business.

List of Remuneration Committee members

TitleNameExperience
Convener Wan-Ying Lin

 

  • Adjunct Associate Professor, Department of Accounting, National Chengchi University
Independent Director Cheng-Chiang Fan

 

  • Visiting Associate Professor and Department Head, Department of Information Management, National Sun Yat-sen University
  • Director, Computing Center, National Central University
Independent Director Hong-Chieh Chen

 

  • Committee Member, Commercial Law Committee, Taipei Bar Association
  • Deputy Secretary General, Taiwan Trust Association
  • Executive Secretary, Xiangyang Public Welfare Foundation

 In the past year 2024, the Remuneration Committee met twice (A). The qualifications of committee members and their attendance are as follows:

 

TitleNameActual Attendance (B)Proxy AttendanceActual Attendance Rate (%) (B/A)Remarks
Convener and Chairperson Chen Zhenggang 1 0 100% Reelected on July 30, 2021
Committee Member Zhang Ruidang 1 0 100% Reelected on July 30, 2021
Committee Member Lin Yiping 1 0 100% Reelected on July 30, 2021

 

TitleNameActual Attendance (B)Proxy AttendanceActual Attendance Rate (%) (B/A)Remarks
Convener and Chairperson Wan-Ying Lin 1 0 100% Reelected on May 30, 2024
Committee Member Cheng-Chiang Fan 1 0 100% Reelected on May 30, 2024
Committee Member Hong-Chieh Chen 1 0 100% Reelected on May 30, 2024