Functional Committee

Audit Committee

The Audit Committee is composed of all independent directors of the Company. The Audit Committee is to assist the Board of Directors in supervising the Company’s quality and integrity in implementing accounting, auditing, financial reporting processes, and financial control.

The main tasks in 2023 are as follows:

1. Financial statements

2. Audit and accounting policies and procedures

3. Internal control system and related policies and procedures

4. Material asset or derivative transaction

5. Material loaning of funds and making of endorsements/guarantees

6. Offering or issuing securities

7. Compliance

8. Appointment, dismissal, or remuneration of the independent auditors

9. Appointment and dismissal of finance, accounting, or internal audit officer, etc.


● Review of Financial Statements

The Board of Directors prepared the Company’s 2022 business report, financial statements, and profit distribution proposals, of which, the financial statements were audited by Deloitte Taiwan with an audit report issued. The aforementioned business report, financial statements, and profit distribution proposal were reviewed by the Audit Committee without any discrepancy identified.

● Assess the effectiveness of the internal control system

The Audit Committee evaluates the effectiveness of the Company’s internal control system policies and procedures (including financial, operational, information security, legal compliance, and other control measures); also, reviews the regular reports of the Company’s auditing department, independent auditors, and the management.

The Audit Committee believes that the Company’s internal control system is effective; also, the Company has already adopted necessary control mechanisms to monitor and correct violations.

● Appointment of CPA

The Audit Committee is responsible for supervising the independence of the CPA firm, in order to ensure the fairness of the financial statements. In general, CPA firm shall not provide services apart from tax-related services or special approved items, and all services provided by the CPAs must be approved by the Audit Committee.

To ensure the independence and appropriateness of the CPA firm, the Audit Committee evaluates the independence, professionalism and competence of the CPAs, refer to the CPA’s Audit Quality Indicators (AQI), and regularly evaluates whether the Company is a related party, has business relations or financial interests.

On February 23, 2023, the independence of Deloitte Taiwan CPAs Ming-Hsien Liu and Yung-Hsiang Chao to serve as the Company’s financial and tax accountant has been approved in the 18th meeting of the 5th term Audit Committee and the 19th meeting of the 10th term Board of Directors.


The 6th Audit Committee list

Name

Title

Major Experience (Education)

Jincheng Chien

Independent director

Independent Director of Taiwan Styrene Monomer Corporation
Doctorate of Accounting of Rutgers University

Junshong Zhu

Independent director

Attorney of Chuan-Yin International Law Firm
Graduate school of Law, National Chung Hsing University

Yi-Chin Wu (5.25.2023 Resigned)

Independent director

Chairman of Hehe International Development Co., Ltd.
Alliant International University (San Diego, USA)
Doctorate of Business Management (DBA)

Yi-Lang Lin

Independent director

Planning VP of China Steel Corporation
Master of Business Administration, National Sun Yat-Sen University

Tzumeng Liu (5.25.2023 Reelected)

Independent director

CPA of PwC Taiwan
EMBA of National Cheng Kung University

The attendance of independent directors is as follows

A total of 7 Audit Committee meetings were held in 2022

Title

Name

No. of Actual Attendance

No. of Appointment of Proxy for Attendance

Actual Attendance Rate (%)

Remarks

Independent director

Jincheng Chien

10

0

100

Convener,
6.20.2020 Reelected

Independent director

Junshong Zhu

10

0

100

6.20.2020 Reelected

Independent director

Yi-Chin Wu

5

0

100

5.25.2023 Resigned

Independent director

Yi-Lang Lin

10

0

100

6.20.2020 Reelected

Independent director

Tzumeng Liu

5

0

100

5.25.2023 Reelected

Item No.

File Name

Download

01

The 2023 Audit Committee operation

Communication with the Independent Director, Internal Audit Manager, and Accountant

● The principle for the communication between independent directors, internal audit officer, and independent auditors

(I) The Company’s internal audit officer sends the audit report results of the previous month to the Audit Committee members every month, and presents an internal audit report before or during the quarterly Audit Committee meeting. The Company’s internal audit officer will also report to the Audit Committee members immediately under a special circumstance. The aforementioned special circumstance did not occur in the year of 2023. The communication between the Company's Audit Committee and the internal audit officer is good.

(II) The Company’s independent auditors report the quarterly financial statement audit or review results and communicate matters required by relevant laws and regulations in the quarterly Audit Committee meeting. The Company’s independent auditors will also report to the Audit Committee members immediately under a special circumstance. The aforementioned special circumstance did not occur in the year of 2023. The communication between the Company's Audit Committee and the independent auditors is good.


The communication between independent directors, internal audit officer, and independent auditors is as follows

The communication between independent directors, internal audit officer, and independent auditors in 2022 was good.

Meeting Date (number of times)

Matters of Communication with the Internal Audit Manager

Matters of Communication with the Certified Public Accountant

The 18th meeting of the 5th term on February 23, 2023

1. Review the internal audit report
2. Review the 2022 “Statement of Internal Control System”

1. Discuss the 2022 financial statements review, including any review problem or difficulty and the response of the management.
2. Review the qualifications, performance, and independence of the independent auditors

The 20th meeting of the 5th term on April 27, 2023

1. Review the internal audit report

None

The 1st meeting of the 6th term on July 27, 2023

1. Review the internal audit report

None

The 3rd meeting of the 6th term on October 26, 2023

1. Review the internal audit report

1. Communicate the 2023 key audit matters and audit plans to the Company’s top management

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