The Audit Committee
To strengthen the Board of Directors’ supervisory function and enhance corporate governance mechanisms, the Company established the Audit Committee in March 2022. The Audit Committee is composed entirely of independent directors, with at least one member possessing expertise in accounting or finance. Each independent director serves a three-year term and is eligible for reappointment.
Functions and Responsibilities
The main duties of the Audit Committee include the following:
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Formulation or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
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Assessment of the effectiveness of internal control systems.
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Formulation or amendment of procedures for major financial and business activities, such as the acquisition or disposal of assets, engagement in derivatives trading, lending of funds to others, and provision of endorsements or guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
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Review of matters involving directors’ personal interests.
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Approval of major asset or derivatives transactions.
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Approval of significant loans, endorsements, or guarantees.
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Approval of the offering, issuance, or private placement of equity-type securities.
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Appointment, dismissal, and compensation of certified public accountants.
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Appointment or dismissal of financial, accounting, or internal audit officers.
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Review and approval of annual and semi-annual financial reports.
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Other significant matters as required by the Company or competent authorities.
Composition of the Audit Committee:
Operation of the Audit Committee
Status of Audit Committee Operations for 2025 (as of September 23, 2025)
Attendance of independent directors was as follows:
| Title | Name | Actual Attendance | Attendance by Proxy | Attendance Rate | Remarks |
|---|---|---|---|---|---|
| Independent Director & Convener | Howard Kuo | 7 | 0 | 100% | 7 meetings held |
| Independent Director | Jongsee Lee | 7 | 0 | 100% | 7 meetings held |
| Independent Director | James Cheng | 7 | 0 | 100% | 7 meetings held |
Audit Committee Operations – 2024
Summary of Communication between Independent Directors, Certified Public Accountants, and the Chief of Internal Audit
In addition to receiving monthly internal audit reports and follow-up reports on the correction of audit deficiencies, the Company’s independent directors are briefed by the Chief of Internal Audit at least once per quarter during the Audit Committee meetings regarding audit activities, results, and follow-up actions.
If any questions or instructions arise, the independent directors immediately communicate and discuss with the internal audit function. Therefore, communication between the independent directors and the Chief of Internal Audit is considered adequate and effective.
During Audit Committee meetings, the certified public accountants report to the independent directors on audit results, key audit matters, and other communication items as required by relevant regulations.
The independent directors may raise inquiries or engage in immediate discussion as needed, ensuring sufficient communication between both parties.
Furthermore, the Chief of Internal Audit and the certified public accountants maintain open communication channels with the independent directors through email, telephone, or in-person meetings as necessary.
Communication between the Audit Committee and the Internal Audit Officer
Summary of Communications for 2025 (as of September 23, 2025)
| Date | Communication Matters | Results |
|---|---|---|
| March 13, 2025 | Discussion on the 2024 financial audit approach and scope, type of audit report, major accounting estimates, audit results, key audit matters, declaration of independence, and audit quality indicators of PwC Taiwan. | 1. Noted 2. Submitted to the Board for approval |
| August 5, 2025 | 1. Summary of audit plan implementation and deficiency improvements for January–June 2025; planned audit items for July–December 2025. 2. Separate communication meeting among independent directors, external auditors, and the Chief of Internal Audit. |
Noted |
Communication between Independent Directors and the Chief of Internal Audit – 2024
(Refer to the 2024 Audit Committee operation records for details.)
Communication between the Audit Committee and the Certified Public Accountants
Summary of Communications for 2025 (as of September 23, 2025)
| Date | Communication Matters | Results |
|---|---|---|
| March 13, 2025 | Discussion on the 2024 financial audit approach and scope, type of audit report, major accounting estimates, audit results, key audit matters, declaration of independence, and audit quality indicators of PwC Taiwan. | Noted |
| May 6, 2025 | Review of the Q1 2025 financial statements: audit approach and scope, type of report, major accounting estimates, review results, and other relevant communication items. | Noted |
| August 5, 2025 | Review of the Q2 2025 financial statements: audit approach and scope, type of report, major accounting estimates, review results, and regulatory updates. | Noted |
