Operations of the Audit Committee in 2024
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The purpose of the Audit Committee is to assist the Board of Directors in improving the performance of corporate governance by overseeing the proper presentation of the Company’s financial statements and the integrity of the process, the independence and performance of the certifying accountant, and the effective implementation of the Company’s internal controls.
The “Audit Committee” members of the Company are all Independent Directors. The current members of the Audit Committee are Independent Directors Chiang Chung Ju, Chen Yu Chuan, Feng Chang Kuo and Lin Kuei Kuang . The convenor is Independent Director Chiang Chung Ju.
Professional qualifications and experience of members
| Name | Learning experience |
|---|---|
| Chen Yu Chuan Independent Director |
Chen Yu Chuan Independent Director He graduated from the Department of Law, Law and Business College, National Chung Hsing University. He is currently serving as Convener of the Company's Remuneration Committee and a member of the Company's Audit Committee and Nominating Committee. He is currently serving as the Chief Attorneys-at-law of Dexin Law Firm, an Arbitrator of Chinese Arbitration Association, Taiwan Arbitration Association and Chinese Construction Industry Arbitration Association, a supervisor of Da Chiang International Co., Ltd., an Independent Director of Heping Power Plant, former Director of Business Administration of Far Eastern International Bank Co., Ltd. Partner Attorney of Root Law Office and Partner Attorney of Formosa Transnational Attorneys at Law. He has more than five years of the required work experience in commerce, law and finance, specializing in the dual fields of business and law, assisting companies with legal professional consultation. |
| Feng Chang Kuo Independent Director |
University. He is currently serving as Convener of the Company's Nominating Committee and a member of the Company's Audit Committee and Remuneration Committee. At present, he is the Chief Attorneys-at-law of Zhong Yin Law Firm and a director of several companies. He used to be an attorney of Jones Day and an attorney of Lexcel Partners. He has more than five years of the required work experience in commerce, law and finance, specializing in commercial law, in addition to deeply cultivating in the fields of corporate mergers and acquisitions, corporate governance, real estate, domestic and foreign investment, etc., as well as specializing in network industry, emerging business model planning, he can assist companies in legal professional business consulting. |
| Chiang Chung Ju Independent Director |
He graduated with Finance/Marketing, Boston University, U.S.A. and is currently serving as Convener of the Company's Audit Committee and a member of the Company's Remuneration Committee and Nominating Committee. He is currently serving as the Vice President of TrendForce Corp. and as a supervisor and corporate director of several companies. He has also served as a director of several technology companies. He has more than five years of the required work experience in commerce, finance, accounting and corporate business. He has extensive experience in industrial planning and investment in market strategy, corporate finance and financial affairs. |
| Lin Kuei Kuang Independent Director |
She holds a Master of Computer Science and Information Engineering, National Taiwan University and currently serving as a member of the Company's Audit Committee. She is currently serving as the President of Darwin Venture Management , a director of several new start-up companies. She has more than five years of the required work experience in commerce, finance and corporate business. She has rich experience in technology industry and new venture investment, and specializes in the Internet technology industry and the management of new start-up companies. |
The Audit Committee meets quarterly following the “Audit Committee Charter.” Within its authority, it may invite management, internal auditors, accountants appointed by the Company, or others to attend meetings and provide relevant information.
Its main duties are as follows:
1.The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2.Assessment of the effectiveness of the internal control system.
3.The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4.Matters in which a director is an interested party.
5.Asset transactions or derivatives trading of a material nature.
6.Loans of funds, endorsements, or provision of guarantees of a material nature.
7.The offering, issuance, or private placement of any equity-type securities.
8.The hiring or dismissal of a CPA or the compensation.
9.The appointment or discharge of a financial, accounting, or internal auditing officer.
10.Annual and semi-annual financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairman, managerial officer, and accounting officer.
11.Other material matter as may be required by the Company or by the competent authority.
|
Title (Note 1) |
Name |
Professional qualifications and experience (Note 2) |
Status of independence (Note 3) |
Number of Other Public Companies where the Individual Concurrently Serves as a Remuneration Committee Member | |
|---|---|---|---|---|---|
| Independent Director | Chen Yu Chuan (Convener) | Note 1 | 0 | ||
| Independent Director | Feng Chang Kuo | 3 | |||
| Independent Director | Chiang Chung Ju | 0 | |||
| Others | Lin Shu Wen | Note 2 | Note 3 | 1 | |
Note 1. He is an independent director of the company. For relevant working years, professional qualifications and experience, and compliance with independence, please refer to the relevant content of “Disclosure of Information on Directors’ Professional Qualifications and Independent Directors’ Independence” in this annual report.
Note 2. Holds Bachelor of Tourism from Providence University and has previously served as the Marketing Operations Director of the subsidiary of ManpowerGroup Right Management Taiwan Co., Ltd., manager of Taichung branch office of ManpowerGroup, manager of Plaza International Hotel Co., Ltd., consultant at Adecco Taiwan and Chief Operating Officer of Chris Boutique Co. Has rich experience in human resources and management, and is currently a member of the compensation committee of Johnson Health Tech Co., Ltd., a listed company.
Note 3.
(1) The member, spouse and relatives within the second degree do not serve as directors, supervisors or employees of the Company or related companies;
(2) The member, spouse and relatives within second degree of kinship (or in the name of others) do not hold shares in the company; nor the director, supervisor or employee of a company that has a specific relationship with the company;
(3) The member, spouse and relatives within the second degree of kinship have not provided the Company or related companies with corporate, legal, financial, accounting and other related services or receive salary.
| Position | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|
| Convener | Chen Yu Chuan | 2 | 0 | 100% | - |
| Committee Member | Feng Chang Kuo | 2 | 0 | 100% | - |
| Committee Member | Chiang Chung Ju | 2 | 0 | 100% | - |
| Committee Member | Lin Shu Wen | 2 | 0 | 100% | - |
| Position | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|
| Convener | Chen Yu Chuan | 2 | 0 | 100% | - |
| Committee Member | Feng Chang Kuo | 2 | 0 | 100% | - |
| Committee Member | Chiang Chung Ju | 2 | 0 | 100% | - |
| Committee Member | Lin Shu Wen | 2 | 0 | 100% | - |
To strengthen management and improve the Board of Drectors functions, the Company established the Nominating Committee in 2022. The members of the Nominating Committee are Independent Directors Chiang Chung Ju, Chen Yu Chuan, and Feng Chang Kuo. The convenor is Independent Director Feng Chang Kuo.
Following the “Charter of Nominating Committee,” the Nominating Committee meets twice yearly and may convene as often as necessary. Within its authority, it may invite relevant department managers, internal auditors, accountants, legal consultants, or others to attend meetings and provide relevant information. Its main duties are as follows:
Operations of the Nominating Committee
Position | Name | Attendance in Person (B) | By Proxy Number | Attendance Rate (%) (B/A) | Note |
Convener | Feng Chang Guo | 2 | 0 | 100% | (Note 2) |
Committee Member | Chen Yu Chuan | 2 | 0 | 100% | (Note 2) |
Committee Member | Chiang Chung Ju | 2 | 0 | 100% | (Note 2) |
Note1:Professional qualifications and experience, please refer to the relevant content of “Disclosure of Information on Directors’ Professional Qualifications and Independent Directors’ Independence” in 2023 annual report
Note 2:Served as a member of the1st Nomination Committee, with the term ending in conjunction with the comprehensive election of directors on June 9, 2023, and reappointed as a member of the 2nd Nomination Committee on August 4, 2023.
3. Tenure of the session of 2nd Nomination Committee is from August 4, 2023 to June 8,
(1) A total of 1(A) meetings of Nomination Committee were held in 2023.
The qualifications and experience of Nomination Committee members
(Note 1) and attendance records are as follows:
Position | Name | Attendance in Person (B) | By Proxy Number | Attendance Rate (%) (B/A) | Note |
Convener | Feng Chang Guo | 1 | 0 | 100% | (Note 2) |
Committee Member | Chen Yu Chuan | 1 | 0 | 100% | (Note 2) |
Committee Member | Chiang Chung Ju | 1 | 0 | 100% | (Note 2) |
Note 1:Professional qualifications and experience, please refer to the relevant content of “Disclosure of Information on Directors’ Professional Qualifications and Independent Directors’ Independence” in 2023 annual report.
Note 2:Served as a member of the 1st Nomination Committee, with the term ending in conjunction with the comprehensive election of directors on June 9, 2023, and reappointed as a member of the 2nd Nomination Committee on August 4, 2023.
(2) A total of 2(A) meetings of Nomination Committee were held in 2024.
The attendance records are as follows:
Position | Name | Attendance in Person (B) | By Proxy Number | Attendance Rate (%) (B/A) |
Convener | Feng Chang Guo | 2 | 0 | 100% |
Committee Member | Chen Yu Chuan | 2 | 0 | 100% |
Committee Member | Chiang Chung Ju | 2 | 0 | 100% |