The Audit Committee (Risk management committee)

To enhance the governance functions of our company, we have established an Audit Committee in accordance with the "Regulations Governing the Exercise of Powers by Audit Committees of Public Companies."
The Audit Committee consists of three members and convenes meetings at least four times annually.
The Audit Committee is designed to assist the Board of Directors in overseeing the quality and integrity of the company's execution in matters related to accounting, auditing, financial reporting processes, and financial controls.
A risk management committee was established in 2023, which is supervised and controlled by the audit committee.
Please refer to the implementation and operation of  Risk Management

The powers of the Committee 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 equity-type securities.
  8. The hiring or dismissal of a certified public accountant, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal audit officer.
  10. Annual and semi-annual financial reports.
  11. Other material matters as may be required by this Corporation or by the competent authority.
Summary of annual work priorities:
  1.   Internal control systems and related policies and procedures.
  2.   Annual audit plan.
  3.   Internal audit supervisor communicates audit results report.
  4.   Communicate with the company's certified accountant regarding the financial report review or audit results.
  5.   Review financial reports.
  6.   Raise and issue securities with equity nature.
  7.   Legal compliance. 
  8.   Corporate information security and Corporate risk management.
  9.   Performance, independence, qualification of independent auditor.
  10.   Hiring or dismissal of an attesting CPA, or the compensation given thereto.
  11.   Assessment of Committee Charter and fulfillment of Committee duties.
  12.   Self-assessment of the Committee’s performance.
     
Operations of the Audit Committee
The Company has a Remuneration Committee composed of three members.
Term of the current Committee: From May 30, 2023 to May 29, 2026.
Since 2023/05/30  (updated to 2025/02/25), the attendance status of committee members is as follows:
PositionNameAttendance in personAttended by ProxyAttendance Rate (%)Remark
ConvenerHsiao-Chen Chuang80100None
Committee MemberChao-Fu Shih80100None
Committee MemberChing-Ying Wang80100None
Audit Committee meeting status :
meeting timeperiodproposal
2023/07/26The first time of the third session1.Consolidated Financial Report for the Second Quarter of 2023.
2.Applying for the registration of changes in capital stock and issuance of new shares for the unsecured convertible corporate bonds, the second domestic Decured issuance for 2023Q2.
2023/10/25The second time of the third session1.Formulating the internal audit plan for the 2024.
2.Consolidated Financial Report for the Third Quarter of 2023.
3.Changes in the company's accounting firm and the appointment of accounting accounting firms for the 2024 Annual Financial Statements.
4.Applying for the registration of changes in capital stock and issuance of new shares for the unsecured convertible corporate bonds, the second domestic Decured issuance for 2023Q3. 

2024/02/23
 
The third time of the third session1.Approved the Statement on Internal Control System and Self-Assessment Implementation Results Report for the 2023.
2.Approved the proposal of 2023 financial statements, annual business report and annual business plan.
3.Proposal to review the public fee case for accountant services in 2024.
4.Applying for the registration of changes in capital stock and issuance of new shares for the unsecured convertible corporate bonds, the second domestic Decured issuance for 2023Q4.
5.Approved the company investment in Transnet Corporation.
2024/04/19The forth time of the third session1.Consolidated Financial Report for the first Quarter of 2024.
2.Applying for the registration of changes in capital stock and issuance of new shares for the unsecured convertible corporate bonds, the second domestic Decured issuance for 2024Q1.
2024/07/24The fifth time of the third session1.Consolidated Financial Report for the second Quarter of 2024.
2.Applying for the registration of changes in capital stock and issuance of new shares for the unsecured convertible corporate bonds, the second domestic Decured issuance for 2024Q2.
2024/10/23The sixth time  of the third session1.Proposal to amend the internal control system.
2.Formulating the internal audit plan for the 2025.
3.Consolidated Financial Report for the Third Quarter of 2024.
4.Case of Proposing to Appoint an Accountant to Certify the Financial Statements of the Company for 2025.
5.Proposal to amend the company’s pre-approved non-certified service policy.
6.Applying for the registration of changes in capital stock and issuance of new shares for the unsecured convertible corporate bonds, the second domestic Decured issuance for 2024Q3.
2024/11/14The seventh time of the third sessionApproved the company investment in FIBER LOGIC COMMUNICATIONS, INC.
2025/02/25The eighth time of the third session 1.Approved the Statement on Internal Control System and Self-Assessment Implementation Results Report for the 2024.
2.Approved the proposal of 2024 financial statements, annual business report and annual business plan.
3.Proposal to amend the internal control system.
4.Proposal to review the public fee case for accountant services in 2025.
(1) All resolutions have been approved with the consent of one-half or more of all Audit Committee members before a resolution has been reached at the Board meeting.
     There were no resolutions which had not been approved with the concurrence of one-half or more of all Audit Committee members but were undertaken upon  the consent of two-thirds or more of all directors.
(2) Except the items in the preceding issues, other resolutions which had not been approved with the concurrence of one-half or more of all Audit Committee members but  were undertaken upon the consent of two-thirds or more of all directors: None.
(3) For the implemtnation of Directors’ avoidance due to conflicts of interest of Directors, please clearly specify the names of Directors, the content of the proposals, the reasons of avoidance due to conflicts of interest and the participation in the voting amd resolution: None.
 
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