Corporate Governance

Functional Committee

Members of the Audit Committee

The company established the Audit Committee on July 2, 2021. The committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.

The independent director members of the committee shall serve a 3-year term, and may be re-elected to further terms. When the number of the independent director members on the committee falls below that prescribed in the preceding paragraph or in the articles of incorporation due to an independent director's dismissal for any reason, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of the occurrence to hold a by-election to fill the vacancies.

The current committee's term of office is from June 13, 2024, to June 12, 2027. The list is as follows:

Audit Committee Member Experience (Education)
Convener Chang-Chou Li Master of Science in Accounting, University of Illinois at Urbana-Champaign, USA
Partner of PricewaterhouseCoopers Taiwan
Committee member I –Yen Lu Master of Mechanical Engineering, National Chiao Tung University
Vice Chairman of Digiwin Software Co. Ltd.
Committee member James S. J. Cheng Division of Judicature in the Department of Law in the Law & Commerce College, National Chung Hsing University
Partner of the Tsar & Tsai Law Firm

Responsibility and Operation

The powers of the Audit Committee

  1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of the internal control system.
  3. 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.
  4. Matters in which a director is an interested party.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements, or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a CPA, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal audit officer.
  10. Annual financial reports.
  11. Other material matters as may be required by the company or by the competent authority.
  12. Supervising the Mechanisms for Risk Management Operations.

The main function of the audit committee is to supervise the following matters:

  1. Fair presentation of the financial reports of the company.
  2. The hiring (and dismissal), independence, and performance of CPAs of the company.
  3. The effective implementation of the internal control system of the company.
  4. Compliance with relevant laws and regulations by the company.
  5. Management of the existing or potential risks of the company.

In year 2023, the Audit Committee has held 5 meetings (A). The attendance of the Independent Directors was as follows:

Title Name Actual attendance (B) By Proxy Actual attendance rate (%)(B/A)
Convener Chang-Chou Li 5 0 100
Committee member I –Yen Lu 5 0 100
Committee member James S. J. Cheng 5 0 100
The major deliberations include:
1. Internal Control Systems and Related Policies and Procedures.
2. Audit the CPAs’ Qualifications and Independence.
3. Audit the CPAs’ appointment and remuneration.
4. Audit the Significant Asset Transactions.
5. Audit the Annual and Quarterly Financial Reports.