Introduction
The Company’s Audit Committee was formed on October 8, 2010, to assist the board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.
Term of the incumbent Audit Committee members
The Company’s 7th Audit Committee members serve a term between 2024/6/6, and 2027/6/6.
Powers of the Audit Committee
I. Formulate or revise the internal control system according to Article 14-1 of the Securities and Exchange Act.
II. Evaluate the effectiveness of the internal control system.
III. Formulate or revise the rules for the acquisition and disposal of assets, financial derivatives transactions, loaning of funds to others, endorsements or guarantees for others, and other major financial-related activities according to Article 36-1 of the Securities and Exchange Act.
IV. Matter where a director has a personal interest.
V. Material asset or derivatives transactions.
VI. Material monetary loans, endorsements, or provisions of guarantee.
VII. The offering, issuance, or private placement of any equity-type securities.
VIII. The hiring or dismissal of an attesting certified public accountant or the compensation given.
IX. The appointment or removal of a financial, accounting, or internal auditing executive.
X. Annual and semi-annual financial statements.
XI. Other matters so determined by the Company or required by any competent authority overseeing the Company.
Audit Committee members
| Yi-Zhang Lin Independent Director, member of Audit Committee, member of Remuneration Committee. |
|
Current occupation
INED, Ton Yi Industrial Corp.
INED, Lasertek Taiwan Co.Ltd.
|
Education
MBA, National Sun Yat-Sen University.
Bachelor degree, Dep of Accounting, Soochow University.
|
Experiences
CPA, PWC Taiwan
Partner, PWC Taiwan
CPA
Lecturer, Taiwan Corporate Governance Association
Lecturer, Securities & Futures Institute
|
| Heng-Zhen Ho Indepen dent Director |
|
Current occupation
Attorneys-at-Law Min Wei Law Firm
Member of CMMT Remuneration Committee
|
Education
Bachelor of Laws, National Chengchi University
Judicial education pre-job training No. 48
|
Experiences
Prosecutor, Fuchien Lienchiiang District Prosecutors Office
Prosecutor, Tainan District Prosecutors Office
|
| Yi-Liang Chen Indepen dent Director |
|
Current occupation
CPA, Yi Xiang& Co., CPAs
INED, Plotech Co., Ltd
INED, Promise Technology, Inc.
|
Education
Bachelor degree, Dep of Accounting, Soochow University
|
Experiences
CPA, C&S CPA Firm
CFO, Spring Tree Technology Co. Ltd.
Supervisor, Advance Echem Materials Company Limited
Supervisory, Fositeck Corp.
|
Audit Committee operations
The Company’s 7th Audit Committee operations as follow,
| Job title |
Full name |
Actual attendance |
Attendance by proxy |
Attendance rate (%) |
Note |
| Independent Director |
Yi-Zhang Lin |
4 |
0 |
100 |
|
| Indepen dent Director |
Heng-Zhen Ho |
4 |
0 |
100 |
|
| Indepen dent Director |
Yi-Liang Chen |
4 |
0 |
100 |
|
Major Resolutions made by Audit Committee
Communication between the independent directors, internal auditing executive, and accountant
(1) Compile monthly “Audit Report Summary Table” and submit it together with photocopies of the audit report to various Audit Committee members for review.
(2) After reviewing the photocopies of the audit report, the Audit Committee members will call the auditing executive for any questions or instructions.
(3) Improvements made to the shortcomings in the internal control system and abnormalities must be followed up 3 months after each audit report; furthermore, the follow-up outcome must be compiled into a report and submitted to various Audit Committee members.
(4) The internal auditing executive must attend the Audit Committee meeting to present audit reports.
(5) The Company’s internal auditing executive has multiple open communication channels with the Audit Committee.
(6) The Company’s CPA will report the outcome of the annual financial statement audit during the Audit Committee meeting and board meeting, as well as communicate other relevant legal requirements. The Company’s Audit Committee members engage in open communication with the CPA.
(7) Independent directors can understand the Company’s operating conditions (including financial and sales conditions) through the board of directors, the Audit Committee, and the audit reports submitted by the audit unit. Moreover, they can engage in open communication with the accountant via various reports and channels (such as telephone or email).
Communication items between the independent directors, internal auditing executive, and the CPA
