Corporate Governance

Audit Committee

The committee of the company comprises3independent directors. The Audit Committee aims to assist the Board of Directors in overseeing the company's execution related to the quality and integrity of accounting, auditing, financial reporting processes, and financial controls.

 

Powers and Responsibilities of the Audit Committee

  • to establish or amend the internal control system according to Article 14-1 of the Securities and Exchange Act.
  • Evaluation of the effectiveness of the internal control system.
  • To formulate or amend the procedures for handling major financial and business activities such as acquisition or disposal of assets, derivative product transactions, loans of funds to others, endorsements or guarantees for others, according to Article 36-1 of the Securities and Exchange Act.
  • Matters involving the interests of the directors themselves.
  • Major asset or derivative product transactions.
  • Major loans of funds, endorsements, or guarantees.
  • Raising, issuing, or privately placing securities with equity characteristics.
  • Appointment, dismissal, or remuneration of the certifying accountant.
  • Appointment or dismissal of financial, accounting, or internal audit officers.
  • Annual financial reports and semi-annual financial reports.
  • Other major matters stipulated by the company or competent authorities.
 
Members of the Audit Committee.
The current audit committee will be composed of three independent directors, with terms lasting three years, from May 28, 2025, to May 27, 2028.
The professional qualifications and experience of the members are as follows:
Member Major Education and Experience Current Position Number of Other Publicly Listed Companies Where Serving as Independent Director
Tsai,Yu-Chin

Ph.D. in Accounting from Shanghai University of Finance and Economics

Master's degree from the Graduate Institute of Accounting, National Chengchi University

Bachelor's degree in Accounting from National Chengchi University

Passed the Certified Public Accountant Examination

Director of the Audit Department at KPMG Taiwan

Independent Director of Li Feng Corporation

Assistant Professor of Finance and Banking at China University of Science and Technology

1
Chen,Ching-Lin

 

 

Master's degree in Business Administration from Fudan University, Shanghai.

Bachelor's degree in Business from National Taiwan University.

Passed the Senior Exam for Accountants

Tax Officer at Hsinchu County Tax Bureau.

Tax Officer at Taipei City National Taxation Bureau.

Director at Guangyu Accounting Firm

0

Pai,Tung-Yueh

 

Ph.D. in Finance from Tamkang University

Master's degree in Financial Resource Management from National Defense University

Bachelor's degree in Finance and Taxation from Feng Chia University

Full-time instructor at Minghsin University of Science and Technology Institute of Fruit Research

Associate Professor in the Department of Business Administration at Minghsin University of Science and Technology 0
Operation of the Audit Committee
  • Members of the company's Audit Committee:3Persons.
  • 2025 The annual Audit Committee held meetings 5 times, with a committee attendance rate of 100 %,The attendance details are as follows
Title Name Actual Attendance Count Proxy Attendance Count Actual Attendance Rate (%) Remarks
Independent Director Tsai,Yu-Chin 5 0 100  
Independent Director

Chen,Ching-Lin

5 0 100  
Independent Director Pai,Tung-Yueh 5 0 100  
2025 Resolutions of the Audit Committee
Meeting Date / Session Number Agenda Content Resolution and Implementation Status

March 5, 2025

The 13th meeting of the first session

  • The company's 2024 business report and financial statements.
  • The company's 2024 profit distribution proposal.
  • Proposal to issue the company's 2024 'Internal Control System Statement.'
  • Amendment to the company's 'Standards for Handling Directors' Requests'Operational Procedures proposal.
  • Amendment to the company's Articles of Incorporation proposal.
  • Proposal for the company to apply for an increased credit line with E.Sun Commercial Bank.
The whole proposal was agreed upon by all attending audit committee members and submitted to the Board of Directors where it was approved by all attending directors.

May 12, 2025

The 14th meeting of the first session

  • The Company’s 2025 Q1 financial statements.

  • Application to E.SUN Commercial Bank for an increase of credit limit.

The whole proposal was agreed upon by all attending audit committee members and submitted to the Board of Directors where it was approved by all attending directors.

August 10, 2025

The 1th meeting of the second session

  • Election of the convener and chairperson of the company's audit committee.

  • The Company’s 2025 Q2 financial statements.

  • Application for credit limit renewal with Taipei Fubon Bank.

  • Application to Union Commercial Bank for a change in the expiration date of the X Base Project's credit limit.
  • Application to Union Commercial Bank for an extension of the contract performance guarantee for the Tainan Railway Bureau's advance payment.
  • Application to Union Commercial Bank for an additional credit limit.
  • Establishment of the "Risk Management Policies and Procedures."
  • Establishment of the "Employee Stock Buyback and Transfer Method."
  • Amendment of certain provisions of the "Insider Trading Prevention Management Guidelines."
  • Revisions to the Company's "Internal Control System" and "Internal Audit Implementation Rules."
  • Proposal to repurchase the company's shares.

First proposal to elect Ms. Tsai Yu-chin by consensus of all independent directors as the Audit Committee convener and meeting chairperson; other proposalsApproved by consensus of all audit committee members present and submitted to the board of directors, approved by all directors present.

November 5, 2025

The 2th meeting of the second session

  • The Company’s 2025 Q3 financial statements.

  • Proposal for the company's application for renewal of credit facilities with First Commercial Bank.

  • The company's proposal to invest in establishing a subsidiary in the United States.

  • Amendment to the company's 'Employee Share Repurchase and Transfer Plan'.
  • Amendment to the company's 'Internal Control System' and 'Internal Audit Implementation Rules'.
  • Amendment to the company's 'Procedures for Acquisition or Disposal of Assets'.
  • Amendment to the company's 'Audit Committee Operational Guidelines'.
The whole proposal was agreed upon by all attending audit committee members and submitted to the Board of Directors where it was approved by all attending directors.

December 24, 2025

The 3th meeting of the second session

  • The Company's 2026 business and budget plan.

  • The appointment and independence assessment of the company's financial statement auditing accountant.

  • The Company's 2026 internal audit operation plan.

  • Amendments to the company's 'Internal Control System' and 'Internal Audit Implementation Rules'.

  • The company's proposal to acquire real estate from related parties.

The whole proposal was agreed upon by all attending audit committee members and submitted to the Board of Directors where it was approved by all attending directors.

Communication between independent directors and the internal audit supervisor and accountants.

  • The company's audit supervisor executes audit items monthly according to the annual audit plan and writes reports based on actual audit situations. The audit report and improvement tracking report are submitted to independent directors for review before the end of the month following their completion. Additionally, a summary of audit plan execution is regularly reported to the audit committee and the board of directors.
  • The company's independent directors have good communication with the certifying accountants, who communicate with independent directors every quarter during the audit committee regarding audit (review) results of the financial statements and matters required by relevant laws.
  • Independent directors can also communicate with the internal audit supervisor and accountants regarding the company's financial and business status through phone, email, or face-to-face meetings.
  • Matters and outcomes of recent communications between independent directors and the internal audit supervisor and accountants:
Meeting Date / Session Period Topics of communication with the internal audit supervisor Topics of communication with the certifying accountants

March 5, 2025

The 13th meeting of the first session

Audit Committee

  • Implementation status of the audit plan from December 2024 to January 2025.
  • Proposed issuance of the company's "Statement of Internal Control System for 2024"
  • Scope and methods of the financial statements audit for 2024
  • Significant risks and key audit matters
  • 1Audit results of the 2024 financial statements and financial report
  • Declaration of independence
  • Other communication matters (including key audit matters, etc.)

May 12, 2025

The 14th meeting of the first session

Audit Committee

Audit plan execution status from February to March 2025
  • The Company’s 2025 Q1 financial statements.
  • Declaration of independence
  • Other communication matters
  • Introduction to legal updates

August 10, 2025

The 1th meeting of the second session

Audit Committee

  • Audit plan execution status from April to June 2025
  • Amendments to the company's "Internal Control System" and "Internal Audit Implementation Rules"

 

  • The Company’s 2025 Q2 financial statements.
  • Independence Declaration
  • Other Communication Matters
  • Introduction to Legal Updates

November 5, 2025

The 2th meeting of the second session

Audit Committee

Implementation status of the audit plan from July to September 2025.

  • The Company’s 2025 Q3 financial statements.
  • Independence Declaration
  • Other Communication Matters
  • Introduction to Legal Updates

December 24, 2025

The 3th meeting of the second session

Audit Committee

  • Implementation status of the audit plan from October to Novemberr 2025.
  • The Company's 2026 internal audit operation plan.
  • Amendments to the Company's "Internal Control System" and "Detailed Rules for Internal Audit Implementation"
  • Determination of Audit Materiality
  • Significant Risks and Key Audit Matters
  • Progress Update on the Formosa Advanced Project
  • 2024 Audit Quality Indicators
  • Other Communication Matters

December 24, 2025
Private Communication Meeting

  • Summary of Recommendations on the Execution Status of the 2025 Audit Plan
  • Changes in Internal Control Related Regulations and Their Applicability in 2025
  • Revisions to the Internal Control System in 2025
  • Work Plan for the End of 2025 and for 2026
  • Training Courses and Hours for Internal Auditors and Job Proxies in 2025

Result: The aforementioned matters were reviewed or approved by the committee without any objections from the independent directors.

Performance evaluation results of the Audit Committee.
 
 
 
 
 
 

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