Functional Committee

Establishment and Membership
  1.  

  2. The Audit Committee was established on June 6, 2016, and comprises three members.

  3. Current Term: June 23, 2022, to June 20, 2025. The committee held four regular meetings in 2024.

Attendance

Position

Name

Meetings Attended

Proxies

Attendance Rate (%)

Remarks

Convener

Yeh Fu-Ling

4

0

100.00%

None

Member

Kan Yao-Rong

4

0

100.00%

None

Member

Wang Chia-Hsiang

4

0

100.00%

None

 


Responsibilities of the Audit Committee

 

The Audit Committee assists the board in its supervisory duties and exercises powers granted under the Securities Exchange Act, Company Act, and other regulations. The committee regularly interacts with the company’s certified public accountants (CPA), reviewing their independence, performance, and appointment.

Additionally, internal auditors submit summary reports based on the annual audit plan to the Audit Committee. The committee also evaluates the effectiveness of the company’s internal control systems and internal audit functions. Key responsibilities include:

  • A. Supervising and reviewing the accurate representation of the company’s financial statements.

  • B. Monitoring the effective implementation of the internal control system.

  • C. Ensuring compliance with legal and regulatory requirements.

  • D. Reviewing transactions involving asset acquisitions or disposals, significant loans, endorsements, guarantees, and matters involving directors' conflicts of interest.

  • E. Overseeing fundraising, issuance, or private placement of equity securities.

  • F. Approving the appointment, dismissal, or remuneration of CPAs.

The Audit Committee comprises all independent directors, including at least one financial expert. Members meet regulatory requirements for expertise, work experience, independence, and concurrent directorships. The committee conducts internal performance evaluations annually and holds quarterly meetings.

 


Communication Between Independent Directors, Internal Audit Officers, and CPAs
  1.  

  2. Policy:

    • Quarterly one-on-one meetings are held with internal audit officers or CPAs to discuss the company’s financial and business status. Meeting records are presented to the board.

    • Internal audit officers regularly communicate audit report findings with committee members and present quarterly updates.

    • CPAs report quarterly financial statement audits or reviews and other communication matters required by law.

    • Emergency meetings are held as needed for significant matters requiring immediate communication.

  3. 2023 Meeting Records:

  4. Date Internal Audit Communication CPA Communication
    Discussion Outcome Discussion Outcome

    2024.03.06

    (Private Meetings)

    Audit plan execution for

    Q4 2023

    No issues noted

    Profit/loss status for 2023,

    major accounting topics

    Approved and reported

    2024.05.03

    (Private Meetings)

    Audit plan execution for

    Q1 2024

    No issues noted

    Profit/loss status for Q1 2024,

    major accounting topics

    Approved and reported

    2024.08.02

    (Private Meetings)

    Audit plan execution for

    Q2 2024

    No issues noted

    Profit/loss status for Q2 2024,

    major accounting topics

    Approved and reported

    2024.11.05

    (Private Meetings)

    Audit plan execution for

    Q3 2024

    No issues noted

    Profit/loss status for Q3 2024,

    major accounting topics

    Approved and reported
  5.  


Compensation Committee Operations

 

Establishment and Membership

  1. The Compensation Committee was established on August 19, 2011, and comprises three members.

  2. Current Term: July 4, 2022, to June 22, 2025. The committee held two meetings in 2024.

Attendance

Position

Name

Meetings Attended

Proxies

Attendance Rate (%)

Remarks

Convener

Kan Yao-Rong

2

0

100.00%

None

Member

Wang Chia-Hsiang

2

0

100.00%

None

Member

Yeh Fu-Ling

2

0

100.00%

None

 


Responsibilities of the Compensation Committee

 

The Compensation Committee establishes a performance-linked compensation system with an independent perspective, faithfully exercising the powers delegated by the board. It regularly proposes or reviews compensation-related policies and submits them to the board for discussion and resolution. Key responsibilities include:

  • A. Establishing and periodically reviewing policies, systems, standards, and structures for performance evaluation and compensation of directors and managers.

  • B. Regularly evaluating and determining compensation for directors and managers.

Per the Compensation Committee Charter, the committee consists of at least three members, including at least one independent director. Members elect one independent director to serve as the convener. The committee meets at least twice annually and conducts internal performance evaluations annually.

For details on meeting attendance and operations, refer to the "Compensation Committee Operations" section.