Since September 2012, the company has established an Audit Committee in accordance with the Securities and Exchange Act to replace the supervisors. The Audit Committee is comprised entirely of independent directors to enhance corporate governance and operates according to the “Audit Committee Charter.” This committee meets at least once per quarter and may convene additional meetings as needed. The term of the Audit Committee members is three years, and they may be re-elected for consecutive terms. The resolutions of the committee require the approval of more than half of all members.
The accuracy and fairness of the company’s financial statements.
The appointment (and dismissal) of external auditors, as well as their independence and performance.
The effective implementation of the company’s internal controls.
The company’s compliance with relevant laws and regulations.
The management of existing or potential risks to the company.
Establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
Evaluate the effectiveness of internal control systems.
Establish or amend procedures for handling major financial transactions, including the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
Matters involving conflicts of interest for directors.
Major asset or derivative transactions.
Major lending of funds, endorsements, or provision of guarantees.
Issuance or private placement of securities with equity characteristics.
Appointment, dismissal, or compensation of external auditors.
Appointment or dismissal of financial, accounting, or internal audit managers.
Annual financial reports signed or stamped by the Chairman, management, and accounting chief.
Supervise the scope, organizational structure, and operation of risk management.
According to Article 4 of our company’s “Audit Committee Charter”, the committee is composed entirely of independent directors, with a minimum of three members. One member serves as the convenor, and at least one member must have expertise in accounting or finance
The term of the fifth Audit Committee runs from June 25, 2024, to June 25, 2027.
| Name | Professional Qualifications and Experience | Status of Independence |
|---|---|---|
|
Tsai, Yu-Chin (Convener) |
Director of the Audit Dept., KPMG Taiwan; Taiwan Certified Public Accountant license; PhD, School of Accounting, Shanghai University of Finance and Economics; Currently serves as an Assistant Professor at the China University of Technology; Over five years of experience in business, finance, accounting, and corporate operations, with expertise in financial planning and accounting. |
The director, their spouse, and relatives within two degrees of kinship do not serve as directors, supervisors, or employees of the company or its related enterprises;
|
| Hsu, Wen-Kuan | Bachelor of Accounting, Soochow University; CPA of PricewaterhouseCoopers Certified Public Accountants; Chief Accountant of Suzhou Branch of PwC PricewaterhouseCoopers China. Over five years of experience in business, finance, accounting and corporate business, and professional capabilities in financial planning and accounting. | |
| Huang, Lei-Kang | PhD in law from Tulane University in Louisiana, USA, and a BA in psychology from the University of California, Los Angeles. Served as chairman of Lotus Education Foundation. Currently President of International Campus of the Keuka College, New York, USA, and practicing attorney in California, USA. | |
| Lee, Jin-Wei | BA in power mechanical engineering from Tsinghua University and a master’s degree in biomedical engineering from the University of Southern California. Founder and CEO of J-Reach Co. |
| Name | Professional Qualifications and Experience | Status of Independence |
|---|---|---|
|
Tsai, Yu-Chin (Convener) |
Director of the Audit Dept., KPMG Taiwan; Taiwan Certified Public Accountant license; PhD, School of Accounting, Shanghai University of Finance and Economics; Currently serves as an Assistant Professor at the China University of Technology; Over five years of experience in business, finance, accounting, and corporate operations, with expertise in financial planning and accounting. |
The director, their spouse, and relatives within two degrees of kinship do not serve as directors, supervisors, or employees of the company or its related enterprises;
|
| Hsu, Wen-Kuan | Bachelor of Accounting, Soochow University; CPA of PricewaterhouseCoopers Certified Public Accountants; Chief Accountant of Suzhou Branch of PwC PricewaterhouseCoopers China. Over five years of experience in business, finance, accounting and corporate business, and professional capabilities in financial planning and accounting. | |
| Huang, Lei-Kang | PhD in law from Tulane University in Louisiana, USA, and a BA in psychology from the University of California, Los Angeles. Served as chairman of Lotus Education Foundation. Currently President of International Campus of the Keuka College, New York, USA, and practicing attorney in California, USA. | |
| Lee, Jin-Wei | BA in power mechanical engineering from Tsinghua University and a master’s degree in biomedical engineering from the University of Southern California. Founder and CEO of J-Reach Co. |
The Audit Committee meets and communicates regularly (at least once a year) separately with the internal audit manager and the certified public accountants. During these meetings, general directors and management are not present. The meeting content includes discussions on the execution of audit tasks, internal operations, and their improvement measures. The accountant also reports on the financial status, overall operations, and internal control audits of the company and its domestic and overseas subsidiaries, and whether there are any significant adjustments or changes in accounting policies due to regulatory amendments. In the event of any major abnormalities or if the independent directors, audit manager, or accountant deem it necessary to communicate independently, a meeting can be convened at any time. The results of such communications are also recorded.
