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| The Company's Audit Committee is solely composed of all Independent Directors. The goal of the Audit Committee is to provide assistance to the Board of Directors in performing its duty of supervising the Company on accounting, auditing, financial reporting process and quality of financial control, and integrity related matters. |
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| The main issues considered by the Audit Committee mainly include: |
- Adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The procedures for handling significant financial transactions involving the acquisition or disposal of assets, derivative transactions, loans of funds to others, or endorsements or guarantees for others, as provided in Article 36-1 of the Securities and Exchange Act.
- Matters involving directors' own interests.
- Significant asset or derivative transactions.。
- Significant loaning of funds, endorsements, or guarantees .
- The raising, issuance, or private placement of securities of an equity nature.
- The appointment, termination, or remuneration of a certified public accountant.
- Appointment or removal of financial, accounting, or internal audit officers.
- The annual financial report signed or sealed by the chairman, manager, and accounting officer.
- Business report.
- The proposal for distribution of earnings or appropriation of losses.
- Other significant matters as required by the Company or the competent authority.
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| The main review tasks include: |
- Review financial statements:The Board of Directors prepared the Company’s annual Business Report, Financial Statements (including consolidated financial statements), and an earnings distribution proposal, among which the Financial Statements (including consolidated financial statements) have been audited by Hsu, Jung-Huang and Ma, Chun-Ting,CPAs at Ernst & Young, by whom an audit report has been issued.The audit committee has audited and concluded that there is no inconformity between the above-mentioned financial statements produced and submitted by the Board of Directors.
- Assessment of the effectiveness of the internal control system:The Audit Committee evaluated the effectiveness of the Company's internal control system policies and procedures (including financial, operational, risk management, information security, outsourcing, and regulatory compliance , etc.) and reviewed the Company's audit department and certified public accountants, as well as management's periodic reports, including risk management and regulatory compliance.The Audit Committee also referred to the Internal Control System - Integrated Framework for Internal Control issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. The Audit Committee is of the opinion that the Company's risk management and internal control system is effective and that the Company has adopted the necessary control mechanisms to monitor and correct non-compliance.
- Appointment of a Certified Public Accountant: The Audit Committee is held responsible for supervising the independence of the CPA firm to ensure the integrity of financial statement.In general, the CPA firm is not permitted to provide services to the Company other than tax-related services or specially approved items.The audit fees of the CPAs shall be approved by the Audit Committee. To ensure the independence of the certified accounting firm, the Audit Committee has established the independence evaluation report based on Article 47 of the Certified Public Accountant Act and No. 10 Statement of the Professional Ethics Standards for Certified Public Accountants to evaluate the independence, professionalism, and qualifications of CPAs, whether they are related parties of the Company, and whether there are relations involving business or financial interests.
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| Title |
Name |
Main Education and Education Background |
| Independent Director |
Chang,Yuan-Hsiao |
Southern Methodist University(Doctor of Laws)/ Presiding Lawyer at Chang & Associates, Attorneys-at-Law |
| Independent Director |
Yu,Tsu-Kang |
Chinese Culture University(Bachelor of Business Administration)/Chairman, Union Group Corp |
| Independent Director |
Lee, Li-Kun |
Chinese Culture University(Bachelor of law)/ Director, Republic of China Health Care Foundation |
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| The Audit Committee met five times in the recent year, and the qualifications and attendance of members are as follows: |
| Members of the 3rd Committee (Term of Office: June 9, 2023, to June 8, 2026) met five times (A) in the recent year.(Period: 2024.1.1-2024.12.31) |
| Title |
Name |
Actual attendance (B) |
Attendance by proxy |
Attendance rate(B/A) |
Notes |
| Chairperson |
Chang,Yuan-Hsiao |
5 |
0 |
100% |
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| Committee member |
Yu,Tsu-Kang |
5 |
0 |
100% |
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| Committee member |
Lee, Li-Kun |
5 |
0 |
100% |
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