The Audit Committee aims to assist the Board of Directors in supervising the quality and integrity of the company while implementing accounting, auditing, financial reporting procedures and financial control. The Audit Committee is composed of all independent directors, and must have at least  three members, one of whom serves as the convener, and at least one of whom has accounting or financial expertise. The committee holds meetings at least once every quarter and may convene additional meetings as needed.

Major tasks of the year

The main objective of the Audit Committee is to supervise the following matters:

  1. Appropriate expression of the company’s financial statements
  2. The selection (dismissal) of the Certified Public Accountants as well as their independence and performance
  3. Effective implementation of the company’s internal control
  4. The company complies with relevant laws and regulations
  5. The management and control of the company’s existing or potential risks

The main powers of the Audit Committee are as follows:

  1. Adoption or amendment of an internal control system pursuant to Article 14-1.
  2. Assessment of the effectiveness of the internal control system.
  3. Adoption or amendment, pursuant to Article 36-1, of procedures for handling financial or operational actions of material significance, such as such as acquiring or disposing of assets, derivatives trading, extending monetary loans to others, or providing endorsements or guarantees for others.
  4. Review matters related to the personal interest of a director.
  5. Review material asset or derivatives transaction.
  6. Review material monetary loan, endorsement, or provision of guarantee.
  7. Review the offering, issuance, or private placement of any equity-type securities.
  8. Review the hiring or dismissal of an attesting CPA, as well as their compensation.
  9. Review the appointment or discharge of a financial, accounting, or internal auditing officer.
  10. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairman, managers, and accounting supervisor.
  11. Review any other material matter required by the company or the competent authority.

Committee members’ attendance

The term of the current Committee is from Jul. 22, 2022 to Jul. 22, 2022. Until Oct. 31, 2021, 7 meetings had been held. The attendance of the committee members was as follows:

Name Actual attendance Number of proxy attendance Actual attendance rate(%)
Chiung-Yu Huang 7 0 100
Ding-Yuan Chen 6 0 86
Hua-Nung Lin 2 0 100

Note: Mr. Hua-Nung Lin took office after the by-election held at the extraordinary general meeting on Mar. 30, 2021.

Meeting date Name of meeting Resolutions

5th session
of 7th meeting

  • Ratified the regulations for for the issuance of the first employee stock option in 2020
  • Revised the Rules of Procedure for the Board of Directors
  • Revised the Rules of Procedure for the Shareholders’ Meeting
  • Revised the Director Selection Procedure
  • Formulated the Code of Integrity
  • Formulated the Code of Ethical Conduct for Directors and Managers
  • Formulated the Procedures for Integrity Management and Guidelines for Conduct
  • Approved liability insurance for directors and important employees
  • Revised the regulations for the management of manager remuneration
  • Issued the first employee stock option certificate in 2020
  • The 2021 CPA audit fee
  • By-election of independent directors and handling of shareholder nomination related matters
  • Review of independent director candidates nominated by the Board of Directors
  • Lifting the prohibition on non-competition for new independent directors
  • Convened the extraordinary general meeting in 2021

6th session
of 7th meeting

  • The 2020 business report and financial statement.
  • The 2020 loss make‑up proposal
  • The 2020 statement of internal control
  • The Company’s corporate social responsibility code of practice
  • Revised the Company’s Information Security Management Regulations, and the Computerized Information System Processing Recycling System
  • Abolished the Company’s Director and Supervisor Election Regulations

7th session
of 7th meeting

  • Appointment of a new independent director as a member of the Company’s remuneration committee.

8th session
of 7th meeting

  • Formulated the Company’s Corporate Governance Best Practice Principles
  • Formulated the Company’s Regulations for the Performance Evaluation of the Board of Directors
  • Revised some of the Company’s internal control-related management regulations and procedures.
  • Application for OTC listing.
  • Depository plan for the initial OTC listing and OTC listing over-allotment agreement
  • Financial statements for the first quarter of 2021
  • The Company’s financial forecasts for the second and third quarters of 2021
  • The Company’s statement of internal control from April 1, 2020 to March 31, 2021
  • Investment and purchase of bonds or government bonds with conditions of repurchase and sell-back
  • Assessment report of foreign agents

9th session
of 7th meeting

  • Changed the date and place of the 2021 shareholders meeting

10th session
of 7th meeting

  • 2021 second quarter financial report
  • Investment and purchase of bonds or government bonds with conditions of repurchase and sell-back
Meeting date Name of meeting Resolutions

1st session
of 7th meeting

  • The first term of a member of the Committee shall be elected as the convener and meeting chair by and from among the entire membership of the Committee.
  • Formulated the Remuneration Management Regulations for Directors and Functional Committee Members and the Remuneration Management Regulations for Managers
  • Determined the remuneration for the current Chairman of the Board
  • Determined the professional practice fees of the current directors
  • Determined the remuneration and the professional practice fees of the current independent directors
  • The monthly salary standard and structure for managers

2nd session
of 7th meeting

  • In the case of the company’s Employee Stock Options at Cash Capital Increase
  • The company’s 2020 second time. An employee stock purchase option-for managers

3rd session
of 7th meeting

  • Ratified the Remuneration Management Regulations
  • The Company’s 2020 annual manager salary adjustment
  • The Company’s 2020 annual manager year-end and performance bonuses
  • The year-end bonus of the Chairman of the Company

4th session
of 7th meeting

  • Ratified the regulations for manager salary.
  • Issuance of the first employee stock option in 2020