The Audit Committee(AC)
The Company’s Audit Committee was set up in June 2019. The Audit Committee shall faithfully carry out the following duties and submit any proposals to Board of Directors meeting for discussions.
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- 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.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
- The business report, the surplus earning distribution or loss off-setting proposals.
- Other material matters as may be required by this Corporation or by the competent authority.
- To review financial reports
The undersigned has duly audited the Operating Report, Financial statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2022. KPMG have audited the Financial Statements. The Financial Statements, Business Report, Independent and Auditors Report have been reviewed and determined to be correct and accurate.
- To evaluate the effectiveness of internal control
The audit committee evaluated the effectiveness of policies and procedures of the company’s internal control system (including finance, operation, risk management, information security, outsourcing, legal compliance and other measures, etc.), and reviewed reports by the company’s audit department, CPAs, and managers, including risk management and compliance with laws and regulations. The audit committee assumes that the company's risk management and internal control shall be effective, and the company has adopted necessary controlling methods to monitor and improve any suspected impropriety, misconduct or malpractice.
- Appointment of CPAs
The audit committee shall be responsible for supervising the independence of the CPA firm to ensure the objectivity of the financial statements. Except for tax services or specially approved business items, accounting firms shall not be allowed to provide other services to the company. All services by CPAs must be approved by the Audit Committee. In order to ensure the independence of the accountant firm, assess whether the accounting firm is a related party, or has any business or financial interests of the company, in accordance with Article 47 of Certified Public Accountant Act, and No. 10 integrity, Objectivity and Independence of The Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China. Through reviewing and an approval by the 2th -10 Audit Committee and the 10th-14 Board of the Directors on May 4, 2022, Hung-Wen Fu and Chun-Wei Chuang of CPAs has been verified to be the finance and tax audit CPAs in compliance with requirement for independence as specified in the related independence regulations.
The Remuneration Committee(RC)
According to the Company's Remuneration Committee’ Chapter, the committee shall have three members appointed by the Board of Directors. At present, the remuneration committee is composed of three independent directors.
- To review regulations of the remuneration committee and propose amendment of it at all times.
- To establish and regularly review the policies, systems, standards and structures for performance assessment and remuneration of directors and managers.
- To regularly assess renumeration of directors, and managers, and set their renumeration.
The 5th Term: From September 26, 2019 to September 25, 2022; The current term is the same as that of the board of directors. A total of 2 Remuneration Committee meetings were held in 2022. The attendance record of the Remuneration Committee members was as follows:
Introduction to the members of the Committee