Corporate Governance
Corporate Governance

Corporate Governance

Functional Committee

AUDIT COMMITTEE

Title Name Educational Background and Experience Concurrent Posts in the Company or Other Companies
Independent Director, and member of the Audit and Remuneration Committees (Note 1)
Chi-Chu Chen
Master of Business Administration, New York University Business School
Bachelor of Commerce, NTU College of Law
Vice President, China International Commercial Bank (former Mega International Commercial Bank)
Chairperson, Mega International Investment Trust Co., Ltd.
Director, China Foundation for the Promotion of Education and Culture
Independent Director, and member of the Audit and Remuneration Committees (Note 1)
Po-Yong Chu
Doctor of Business Administration, Purdue University USA
Department of Management Science and EMBA Program and Adjunct Professor, National Chiao Tung University
Independent Director, Hsin Kuang Steel Co.
Independent Director, and Applied Materials Co., Ltd.Independent Director,
Independent Director, and member of the Audit and Remuneration Committees (Note 1)
Joseph C.P. Hsieh
Doctor of Finance, Kent State University
National Taiwan University of Science and Technology
Professor, Graduate Institute of Finance
National Taiwan University
International Business and Professor
Independent Director, ASMedia Technology Inc.
Director, Foundation for International Cooperation in Higher Education of Taiwan

COMMITTEE RESPONSIBILITIES

The main purpose of the operation of this committee is to supervise the following matters:

1. Proper presentation of the company’s financial statements.

2. Selection (dismissal), independence and performance of visa accountants.

3. Effective implementation of the company’s internal controls.

4. The company complies with relevant laws and regulations.

5. Management and control of existing or potential risks of the company.

Operation of the Audit Committee or Supervisors at Board Meetings:

1. Operation of the Audit Committee:

The Company’s Audit Committee is made up of 3 independent directors and at least one meeting is held each quarter. The Committee is responsible for the fair expression of the Company’s financial statement, the selection (release) of CPAs and their independence and performance, the effective implementation of internal control, and the management and control of the Company’s existing or potential risks. The duties of the Committee are as follows:

I. An internal control system adopted or amended pursuant to Article 14-1 of the Securities and Exchange Act.

II. Effectiveness evaluation of the internal control system.

III. According to Article 36-1 of Securities and Exchange Act, formulate or amend operating procedures for material financial business conduct including acquisition or disposal of assets, derivatives transactions, lending funds to others, providing endorsements/guarantees for others.

IV. Audit matters bearing on the personal interest of a director

V. Audits of material assets or derivatives transactions.

VI. Audits of a material monetary loan, endorsement, or provision of a guarantee.

VII. Audits of the offering, issuance, or private placement of any equity-type securities

VIII. Audits of the hiring or dismissal of an attesting CPA, or the compensation given thereto.

IX. Audits of the appointment or discharge of a financial, accounting or internal audit supervisor.

X. Audits of annual financial reports or 6-month financial reports.

XI. Audits of any other material matter so required by the competent authority.

COMMITTEE RESPONSIBILITIES

Audit committee operations

1. The Company’s Audit Committee was established on June 21, 2011, with 3 members.

2. The term of office of the current members: June 24, 2020 to June 23, 2023. As of September 30, 2022, 14 meetings have been held. The attendance of members is as follows:

Title Name Actual Attendance Proxy Attendance Actual Attendance Rate (%) Remarks
Independent Director Chi-Chu Chen 14 0 100
Independent Director Po-Yong Chu 14 0 100
Independent Director Joseph C.P. Hsieh 14 0 100