Audit Committee

Audit committee members

NameProfessional qualifications and experience
Professional qualifications and experience
(Convenor)		Hsu, Mei-FangGraduate of Accounting Department, Ming Chuan University
More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation..
More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession.
She is currently the practicing CPA of Dayar CPA Firm with the professional qualification and skills in finance and familiar with relevant laws and regulations. She provides the Company necessary supervision and suggestions from a professional and objective perspective.
Independent directorKao, Chin-ChengMaster, Graduate Institute of Law, National Chung Hsing University
More than 5 years of work experience in commerce and law and experience necessary for company operation.
More than 5 years of working experience as an attorney who has passed a national examination and been awarded a certificate in a profession.
He is currently the Managing Partner of Kao Chin-Cheng Law Firm with professional knowledge in laws and familiar with relevant regulations. He provides legal opinions for the board of Directors with regard to corporate governance and on legal compliance of business decisions of the Company helping to mitigate the risk of violation of laws.
Independent directorLiao, Da-YingDoctor of Philosophy in Law, Kobe University
More than 5 years of work experience in commerce and law and experience necessary for company operation.
More than 5 years of experience as a professor in an academic department related to the business needs of the company in a public or private junior college, college, or university.
He is currently the professor of the college of law in Tunghai University with profound knowledge in law and is a highly respected figure in academia. He benefits the Company with his familiarity in corporate governance and offers valuable legal knowledge and opinions on corporate governance to the board.

Audit Committee's operations:

The Company's Audit Committee consists of 3 independent directors.  The Committee aims to help the Board of Directors perform the supervision on quality and ethics of the Company’s execution of the accounting, auditing, financial and reporting procedures, and financial controls.

The Audit Committee is responsible for reviewing the matters including:

    1. Financial statements.
    2. Audit and accounting policies and procedures.
    3. Internal control system-related policies and procedures.
    4. Important assets or transactions of derivative instruments.
    5. Important loans and endorsements or guarantees.
    6. Offering or issuance of securities.
    7. Financial derivatives and investment in cash.
    8. Compliance.
    9. Whether managers and directors engage in transactions with related parties, and potential conflict of interest.
    10. Report on complaints.
    11. Anti-corruption plan and corruption investigation report.
    12. Information security.
    13. Corporate risk management.
    14. Qualification & experience, independence and performance evaluation of external auditors.
    15. Appointment or dismissal of, or remuneration to, the external auditors.
    16. Appointment/dismissal of finance/accounting officers or internal audit officer.
    17. Performance of the Audit Committee’s duties.
    18. Audit Committee’s self-performance evaluation questionnaire.

 

Review on financial reports

The Board of Directors prepared the Company's 2023 business report, financial statements and earnings distribution plan, among which the financial statements (including consolidated financial statement) have been audited by Nexia Sun Rise CPAs & Co., and an auditors’ report has been issued. Said operation review, financial statements and motions for distribution of earnings or covering of loss have been reviewed by the Audit Committee and found to have no inconsistencies.

 

Evaluation on effectiveness of the internal control system

The Audit Committee evaluated the effectiveness of policies and procedures about the Company's internal control system (including finance, operation, risk management, information security, contract award and compliance control policies), and also reviewed the Company's Audit Dept. and external auditors, in addition to the management’s periodic reports, including risk management and compliance reports. By reference to the Internal Control-Integrated Framework released by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee believed that the Company’s risk management and internal control system should be held effective.  The Company has also adopted necessary control mechanism to supervise and correct any misconduct.

The Audit Committee held 8 meetings (A) in 2023. The attendance record of independent directors is listed below:
Job titleNameActual attendance (B)Attendance by proxyActual attendance rate (%)(B/A)Remarks
Independent director
(Convenor)		Hsu, Mei-Fang80100%
Independent directorKao, Chin-Cheng80100%
Independent directorLiao, Da-Ying80100%
Date of Audit Committee meetingProposal content and subsequent actions takenResult of Audit Committee’s resolutionThe Company’s response to the Audit Committee’s opinions
24th meeting of 1st term on January 16, 2023No discussion matter.N/AN/A
25th meeting of 1st term on March 10, 20231. 2022 Business Report and financial statementsApproved by all of the Audit Committee membersUnanimously approved by all directors present
2. Proposal of amendments to the Company’s “Parliamentary Rules for Directors’ Meetings.”Approved by all of the Audit Committee membersUnanimously approved by all directors present
3. Proposal of amendments to the Company’s “Sustainable Development Best Practice Principles”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
4. Proposal of amendments to the Company’s “Corporate Governance Best-Practice Principles”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
5. Proposal of the amendments to the Company’s “Regulations Governing Supervision of Subsidiaries.”Approved by all of the Audit Committee membersUnanimously approved by all directors present
6. Proposal to adopt the Company’s “Procedures for the Self-assessment of Internal Control System”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
7. Proposal to adopt the Company’s “Regulations Governing Financial and Non-financial Information”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
8. Discussion on the 2022 Declaration of Internal Control System.Approved by all of the Audit Committee membersUnanimously approved by all directors present
26th meeting of 1st term on April 10, 20231. Proposal to acquire the land and plant at Hukou Industrial Zone.Approved by all of the Audit Committee membersUnanimously approved by all directors present
27th meeting of 1st term on May 11, 20231. Report on the Company’s financial statements for the first quarter of 2023.Approved by all of the Audit Committee membersUnanimously approved by all directors present
2. Proposal to dispose of the shares (including BH equipment) of Megtas Co., Ltd., the subsidiary in Korea.Approved by all of the Audit Committee membersUnanimously approved by all directors present
1st meeting of 2nd term on June 15, 20231. Election of the convenor of the 2nd Audit Committee.Approved by all of the Audit Committee membersUnanimously approved by all directors present
2nd meeting of 2nd term on August 10, 20231. Report on the Company’s financial statements for the second quarter of 2023.Approved by all of the Audit Committee membersUnanimously approved by all directors present
3rd meeting of 2nd term on November 9, 20231. Report on the Company’s financial statements for the third quarter of 2023.Approved by all of the Audit Committee membersUnanimously approved by all directors present
2. Discussion on the Company’s 2024 Internal Audit Plan.Approved by all of the Audit Committee membersUnanimously approved by all directors present
3. Proposal to adopt the Company’s “Regulations for Appointing External Auditors”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
4. Proposal of amendments to the Company’s “Procedures for Handling Requests Made by Directors”.Approved by all of the Audit Committee membersUnanimously approved by all directors present
4th meeting of 2nd term on November 23, 20231. TCS technology transfer agreement.Approved by all of the Audit Committee membersUnanimously approved by all directors present