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Corporate Governance

Audit Committee

Audit Committee Members:
Title Name Professional Qualifications and Experience
 
Independence Status Number of Other Public Companies Where Serving on Audit Committee
Independent Director/Convener Yen Wen-Pi
  1. More than 5 years of experience in business, legal, financial, or corporate affairs.
  2. Currently serving as an Independent Director at Hua Yang Precision Machinery Co., Ltd.
  3. Has no involvement in any circumstances specified under Article 30 of the Company Act.
Meets Independence Criteria as Follows:
  1. Neither I, my spouse, nor any of my relatives within the second degree of kinship hold any positions as directors, supervisors, or employees of the company or its affiliates.
  2. Neither I, my spouse, nor any of my relatives within the second degree of kinship (or using another person’s name) hold any shares in the company.
  3. I have not served as a director, supervisor, or employee of any company with a specific relationship to the company (as stipulated in Articles 5 through 8 of Paragraph 1, Article 3 of the Regulations on the Appointment and Responsibilities of Independent Directors in Publicly Listed Companies).
  4. I have not received any remuneration for providing business, legal, financial, accounting, or other services to the company or its affiliates within the last two years.
Independent Director Hu Sheng-Yi
  1. More than 5 years of experience in business, legal, financial, or corporate affairs.
  2. Currently serves as the Director of the Industrial Finance Institute at the Taiwan Institute of Economic Research and as an Adjunct Associate Professor in the Department of Public Management and Policy at Tunghai University
  3. Has no involvement in any circumstances specified under Article 30 of the Company Act.
Independent Director Hsu Ming-Hsien
  1. More than 5 years of experience in business, legal, financial, or corporate affairs.
  2. Currently serving as the CEO of Nan Pao Resin Chemical Co., Ltd.
  3. Has no involvement in any circumstances specified under Article 30 of the Company Act.
1

Audit Committee Responsibilities:
  1. Establishing or amending internal controls per Article 14-1 of the Securities and Exchange Act.
  2. Assessing internal control effectiveness.
  3. Establishing or amending procedures for significant financial activities per Article 36-1 of the Securities and Exchange Act.
  4. Handling directors’ conflicts of interest.
  5. Reviewing major asset or derivatives transactions.
  6. Approving major fund lending, endorsements, or guarantees.
  7. Issuing or privately placing equity-related securities.
  8. Appointing, dismissing, or setting CPA remuneration.
  9. Appointing or dismissing heads of finance, accounting, or internal audit.
  10. Reviewing annual and Q2 financial reports (Q2 requires CPA audit).
  11. Other significant matters per regulations. Resolutions require approval by over half of the committee, with submission to the Board, except for the 10th item, which may proceed with over two-thirds board approval if not approved by the committee.

     

Internal Performance Evaluation:
Period Method Content Results Reported to Board
114.01.01
~
114.12.31
Internal Self-Evaluation The company's Audit Committee conducts an internal self-assessment covering the following five key areas:
  1. The level of involvement in the company’s operations
  2. Enhancement of the Audit Committee's understanding of its responsibilities
  3. Decision-making quality of the Audit Committee
  4. Composition and selection of Committee members
  5. Internal controls
The overall performance self-assessment score for the Audit Committee is 4.92 out of 5, indicating good results and demonstrating the effectiveness of the company's efforts to enhance the Audit Committee's performance. 115.03.10
The Audit Committee’s performance evaluation covered five key areas and 26 indicators. Excluding four non-applicable items, the Committee achieved an overall score of 4.92, equivalent to 98.4%, demonstrating effective oversight of financial reporting, internal controls, and risk management.

Internal Performance Evaluation:
Period Method Content Results Reported to Board
113.01.01
~
113.12.31
Internal Self-Evaluation The company's Audit Committee conducts an internal self-assessment covering the following five key areas:
  1. The level of involvement in the company’s operations
  2. Enhancement of the Audit Committee's understanding of its responsibilities
  3. Decision-making quality of the Audit Committee
  4. Composition and selection of Committee members
  5. Internal controls
The overall performance self-assessment score for the Audit Committee is 4.68 out of 5, indicating good results and demonstrating the effectiveness of the company's efforts to enhance the Audit Committee's performance. 114.03.21
The performance of the Audit Committee was assessed across five key dimensions, comprising 26 indicators. After excluding four non-applicable items, the Committee received an average score of 4.68 out of 5, translating to a percentage score of 93.6%. This result reflects the Committee’s effective operation and its strong commitment to supervising legal compliance and risk management.
 
Period Method Content Results Reported to Board
112.01.01
~
112.12.31
Internal Self-Evaluation The company's Audit Committee conducts an internal self-assessment covering the following five key areas:
  1. The level of involvement in the company’s operations
  2. Enhancement of the Audit Committee's understanding of its responsibilities
  3. Decision-making quality of the Audit Committee
  4. Composition and selection of Committee members
  5. Internal controls
The overall performance self-assessment score for the Audit Committee is 4.48 out of 5, indicating good results and demonstrating the effectiveness of the company's efforts to enhance the Audit Committee's performance. 113.04.30
The self-evaluation of the Audit Committee for 2023 scored between 5 ("Excellent/Strongly Agree") and 4 ("Good/Agree"), with strong agreement on most evaluation criteria. The Audit Committee's performance was effective, met corporate governance standards, and strengthened the board's functions while protecting shareholder rights.
 
Audit Committee’s Key Focus and Operations in 2025
Annual Work Focus Summary: The Audit Committee of the company is composed of three independent directors. The committee's primary role is to assist the board of directors in overseeing the quality and integrity of the company’s accounting, auditing, financial reporting processes, and financial controls.
In 2025, the Audit Committee held 7 meetings, discussing the following key matters:
  1. Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluation of the effectiveness of the internal control system.
  3. Establishment or amendment of procedures for major financial transactions, including the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, and providing endorsements or guarantees, as required under Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the personal interest of directors.
  5. Appointment or dismissal of the financial, accounting, or internal audit executives.
  6. Other significant matters as prescribed by the company or regulatory authorities.
 
 Attendance: 
Title Name Actual Attendance (B) Proxy Attendance Required Attendance (A) Attendance Rate (B/A)
Convener Yen Wen-Pi 7 0 7 100%
Member Hu Sheng-Yi 7 0 7 100%
Member Hsu Ming-Hsien 7 0 7 100%