AUDIT COMMITTEE
Audit Committee Composition
The Audit Committee convenes at least once every quarter and may hold meetings as needed. The Committee is composed of all three independent directors. Resolutions of the Committee require the approval of more than one-half (1/2) of all members.
The primary purpose of the Committee is to oversee the following matters:
- Fair presentation of the Company’s financial statements
- Appointment, dismissal, independence, and performance of the certified public accountants
- Effective implementation of the Company’s internal control system
- Compliance with applicable laws and regulations
- Management and control of existing or potential risks of the Company
Responsibilities of the Audit Committee
The powers and duties of the Audit Committee include, but are not limited to, the following:
- Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act
- Matters involving personal interests of directors
- Appointment, dismissal, or remuneration of the certified public accountants
- Evaluation of the effectiveness of the internal control system
- Material asset transactions or transactions in derivatives
- Appointment or dismissal of the heads of finance, accounting, or internal audit
- Establishment or amendment of procedures for major financial activities, including acquisition or disposal of assets, derivatives transactions, loans of funds to others, endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act
- Material loans of funds, endorsements, or guarantees
- Annual and semi-annual financial reports
- Offering, issuance, or private placement of equity securities
- Other material matters as required by the Company or the competent authority
- Resolutions on the foregoing matters shall be approved by more than one-half (1/2) of all members of the Audit Committee and submitted to the Board of Directors for resolution
The Audit Committee reviews periodic reports from the internal audit department, external auditors, and management to evaluate the effectiveness of the Company’s internal control policies and procedures, including controls over finance, operations, risk management, information security, and legal compliance.
Based on such reviews, the Audit Committee considers the Company’s risk management and internal control systems to be effective, and confirms that appropriate control mechanisms have been implemented to monitor and correct any non-compliance.
The Audit Committee conducts an annual evaluation of the independence of the certified public accountants. In addition to requiring the auditors to provide independence declarations, beginning in 2023, the Committee also refers to Audit Quality Indicators (AQIs) to assess the auditors’ independence, professionalism, and suitability. The evaluation results are subsequently submitted to the Board of Directors for review.
After confirming that the auditors meet the independence assessment criteria and with reference to AQI information, the Committee has determined that the auditors and the accounting firm exceed industry averages in terms of training hours and audit engagement hours, possess superior quality control capabilities, and have introduced audit innovation tools over the past three years to enhance audit quality.
The most recent evaluation results were reviewed and approved by the Audit Committee on February 14, 2025, and subsequently submitted to and approved by the Board of Directors on the same date, confirming the independence and suitability of the certified public accountants.
| Title | Name | Current Position(s) | Education & Major Experience |
| Convener | Hsiu-Hsien Hsieh | None | Education
Major Experience
|
| Member | Chi-Yung Wu | Chairman, Sunplus Technology Co., Ltd. | Education
Major Experience
|
| Member | Chin-Chuan Wu | Chairman, Etron Technology, Inc. Chairman, Taiwan Microelectronics Co., Ltd. | Education
Major Experience
|
Date of Election: May 27, 2024
2024年度審計委員會運作情形:
| Title | Name | Actual Attendance | Attendance by Proxy | Attendance Rate (%) | Remarks |
| Chairperson | Hsiu-Hsien Hsieh | 1 | 0 | 100% | Assumed office on May 27, 2024 |
| Member | Chi-Yung Wu | 2 | 0 | 100% | Reappointed on May 27, 2024 |
| Member | Chin-Chuan Wu | 1 | 0 | 100% | Assumed office on May 27, 2024 |
| Chairperson | Chu-Chien Feng | 1 | 0 | 100% | Reappointed on May 27, 2024 |
| Member | Ming-Jen Chuang | 1 | 0 | 100% | Reappointed on May 27, 2024 |
| Meeting Date / Session | Agenda Items | Matters prescribed under Article 14-5 of the Securities and Exchange Act | Resolutions not approved by the Audit Committee but approved by more than two-thirds (2/3) of all directors |
| 2024.02.23 1st Meeting of the 2nd Term | Approval of the Company’s 2023 Annual Financial Statements | V | None |
| Review of the Company’s 2023 internal control system and internal audit implementation results | V | None | |
| Review of the 2023 audit plan and audit execution results | V | None | |
| Review of the Company’s 2023 operating performance | V | None | |
| Review of the Company’s 2023 earnings distribution proposal | V | None | |
| Review of the Company’s 2023 Statement of Internal Control | V | None | |
| Review of compliance with applicable laws and regulations | V | None | |
| Confirmation that no material conflicts of interest involving independent directors were identified | V | None | |
| Confirmation that no significant risk management issues were identified | — | — | |
| 2024.05.03 2nd Meeting of the 2nd Term | Approval of the Company’s 2024 First Quarter Financial Statements | V | None |
| Review of internal audit implementation results for Q1 2024 | V | None | |
| Confirmation that no material conflicts of interest involving independent directors were identified | — | — | |
| Confirmation that no significant risk management issues were identified | — | — | |
| 2024.08.02 3rd Meeting of the 2nd Term | Approval of the Company’s 2024 Second Quarter Financial Statements | V | None |
| Review of internal audit implementation results for Q2 2024 | V | None | |
| Confirmation that no material conflicts of interest involving independent directors were identified | – | – | |
| 2024.10.31 4th Meeting of the 2nd Term | Approval of the Company’s 2025 Annual Audit Plan | V | None |
| Review of the Company’s 2024 Third Quarter Financial Statements | V | None | |
| Review of the Company’s internal control system | V | None | |
| Review of the Company’s risk management framework and implementation status | V | None | |
| Review of information security management matters | V | None | |
| Confirmation that no material conflicts of interest involving independent directors were identified | – | – | |
| Confirmation that no significant risk management issues were identified | – | – |

