Audit Committee
The Company established the Audit Committee on June 21, 2017 in accordance with Article 14-4 of the Securities and Exchange Act. It also established the Audit Committee Charter in accordance with Article 3 of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
Duties of the Committee
- The main items reviewed by the Audit Committee are as follows:
- I. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- II. Assessment of the effectiveness of the internal control system.
- III. Implementation or amendment of guidelines for major financial operations including asset acquisition and disposal, trading derivatives, lending funds to other parties, and making of endorsement and guarantees for other parties.
- IV. Matters in which a director is an interested party.
- V. Asset transactions or derivatives trading of a material nature.
- VI. Loans of funds, endorsements, or provision of guarantees of a material nature.
- VII. The offering, issuance, or private placement of equity-type securities.
- VIII. The appointment, dismissal, or compensation of a certified public accountant.
- IX. The appointment or discharge of a financial, accounting, or internal audit officer.
- X. Annual and semiannual financial statements.
- XI. Other material matters as may be required by the Company or the competent authority.
Members of the Committee
According to regulations in the Securities and Exchange Act, the Audit Committee shall consist of all Independent Directors.
Nominated
PositionName Educational Background and Experience Current positions
Independent Director Lu Chi-Chant
(convener)National Taiwan University Department of Mechanical Engineering
Accountant of Deloitte & Touche Taiwan; Qualified CPAIndependent Director of Hannstar Board Corp., Lealea Enterprise Co., LTD., Global Brands Manufacture Ltd.; Director of Eagle Nice (int.) Holdings Ltd.
Independent Director Wang Kuo-Cheng National Taiwan University Graduate Institute of Business Administration
Chairman of Les Enphants Co., Ltd.; Director of Les champions Co., Ltd., GigoToys Corp.; Managing Director of TCFAIndependent Director of Hannstar Board Corp., Hon Hai Precision Industry Co., Ltd., Apex Medical Corp., Luo Lih-Fen Holding Co., Ltd.
Independent Director Yuan Jun-Tang University of Waterloo MSEE
Director of IEAT and TEEMAIndependent Director of Hannstar Board Corp., Global Brands Manufacture Ltd.; Director of Yuan-Yuan Industrial Co., Ltd., Pacific Electric Wire and Cable Co., Ltd.
Independent Director Lee, Yi-Hsin Duke University School of Law, Master of Laws; National Taiwan University
Department of Law, Head of Legal Dept. of Taipei Fubon Commercial Bank, Senior Vice President, Regulatory Compliance Function of HSBC Bank (Taiwan) Ltd., Qualified LawyerNone
State of Operations of the Committee
| Title | Name | Attendance in person (B) | Attendance by proxy | Attendance in person (%) (B/A) | Remarks |
| Convener | Lu, Chi-Chant | 7 | 0 | 100.00 | Note 1 |
| Independent director | Wang, Kuo-Cheng | 7 | 0 | 100.00 | – |
| Independent director | Yuan, Jun-Tang | 7 | 0 | 100.00 | – |
| Independent director | Lee, Yi-Hsin | 7 | 0 | 100.00 | – |
Note 1: Mr. Chi-Chang Lu is a qualified CPA.
Major Resolutions of the Committee
| Date/term of the Audit Committee meeting | Subject | Resolution | Response to the comments of the Audit Committee |
| 3th Term 3th Meeting 2024/01/30 | 1. To approve the donation for charity activities. 2. The Board of Directors resolved the Syndicated Loan. | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 4th Meeting 2024/02/22 | 1. CPA replacement due to the internal job rotation of the CPA firm for 2023. 2. To approve the 2023 annual financial statements. 3. Discussed appointment of the Company’s CPA and the CPA’s remuneration and independence assessment for 2024. 4. To approve the 2023 Internal Control System Statement. 5. To approve the amendment of the “Regulations Governing Procedure for Board of Directors Meetings” and “Audit Committee Charter”. 6. To discuss the release of Directors and Managers from the non-competition restriction. | None. | |
| 3th Term 5th Meeting 2024/3/27 | 1. To approve the 2023 earnings. 2. The Board of Directors resolved to conduct capital reduction by cash refund. 3. The Board of Directors resolves for repurchase of the Company’s own shares. | None. | |
| 3th Term 6th Meeting 2024/04/29 | 1. To approve the 2024 Q1 financial statements. 2. To approve the 2023 business report. 3. To approve the amendments to the rules “Transferring the Repurchased Shares”. 4. To approve the amendments “Stock Affairs Agency Internal Control System”. | None. | |
| 3th Term 7th Meeting 2024/07/31 | 1. To approve the 2024 Q2 financial statements. | None. | |
| 3th Term 8th Meeting 2024/10/29 | 1. To approve the 2024 Q3 financial statements. 2. The company acquired a real property right-of-use assets from a related party Career Technology (Mfg.) Co., Ltd. 3. To approve the Company’s 2024 internal audit plan. 4. To approve the Company’s 2025 internal control cycle audit plan. 5. Establish an internal control system for “Sustainable Information Management” and revise the “Internal Audit Implementation Rules” | None. | |
| 3th Term 9th Meeting 2024/12/04 | 1. To approve the Company to acquire shares of Walsin Technology Corp. 2. To approve the amendments to the rules “Transferring the Repurchased Shares”. | None. |
Communication between Independent Directors and the CPA
| Date | Communication |
| 2024/02/22 | To audit annual financial statements of 2023 and the legislation or changes of the relevant laws and regulations. |
| 2024/04/29 | To review annual financial statements for first quarter of 2024 and the legislation or changes of the relevant laws and regulations. |
| 2024/07/31 | To review annual financial statements for second quarter of 2024 and the legislation or changes of the relevant laws and regulations. |
| 2024/10/29 | To review annual financial statements for third quarter of 2024 and the legislation or changes of the relevant laws and regulations. |
Communication between Independent Directors and the Chief Internal Auditor:
| Date | Communication |
| 2024/02/22 | 1. To review and approve 2023 fourth quarter the Internal Auditor’s report. 2. To review and approve 2023 Statement of Internal Control System. |
| 2024/04/29 | 1. To review and approve 2024 first quarter the Internal Auditor’s report. 2. To respond the independent directors ask questions. |
| 2024/07/31 | 1. To review and approve 2024 second quarter the Internal Auditor’s report. 2. To respond the independent directors ask questions. |
| 2024/10/29 | 1. To review and approve 2024 third quarter the Internal Auditor’s report. 2. To review and approve the 2024 internal audit plan. |
Duties and Key Work Items of Audit Committee
| (I) Main review items of the Audit Committee | (II) Key work items for the current year |
| A. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. | A. Meeting arrangements. |
| B. Assessment of the effectiveness of the internal control system. | B. Handling matters relating to meetings of the Audit Committee according to laws. |
| C. Implementation or amendment of guidelines for major financial operations including asset acquisition and disposal, trading derivatives, lending funds to other parties, and making of endorsement and guarantees for other parties. | C. Audit Committee requests follow-up and execution of improvements. |
| D. Matters in which a director is an interested party. | D. Examination of conflicts of interest involving all employees, managerial officers, and the Directors. |
| E. Asset transactions or derivatives trading of a material nature. | E. Annual self-evaluation of the Audit Committee. |
| F. Loans of funds, endorsements, or provision of guarantees of a material nature. | F. Establishment and amendment of organizational procedures and related operation regulations. |
| G. The offering, issuance, or private placement of equity-type securities. | G. Publication of matters relating to the Audit Committee according to laws. |
| H. The appointment, dismissal, or compensation of a certified public accountant. | H. Providing Independent Directors with the necessary company information to help them fully exercise their powers. |
| I. The appointment or discharge of a financial, accounting, or internal audit officer. | I. Stakeholder recommendations and complaints. |
| J. Annual and semiannual financial statements. | J. Occupational safety, environmental protection, and compliance. |
| K. Other material matters as may be required by the Company or the competent authority. | K. Management of derivatives. |
