Functional Committees
Audit Committee
Duties and Responsibilities of the Audit Committee
The Audit Committee is composed entirely of independent directors. The number of members shall be no fewer than three, among whom one shall serve as the Convener, and at least one member shall possess accounting or financial expertise.
The term of office for members of the Audit Committee is three years, and members may be reappointed upon re-election. The Committee shall convene at least once every quarter and may convene meetings as necessary. Its duties include, but are not limited to, the following:
- Formulating or amending the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Evaluating the effectiveness of the internal control system.
- Formulating or amending procedures for material financial activities such as acquisition or disposal of assets, derivatives trading, loans of funds to others, endorsements, or guarantees, pursuant to Article 36-1 of the Securities and Exchange Act.
- Matters involving conflicts of interest of directors.
- Material asset or derivative transactions.
- Material loans of funds, endorsements, or guarantees.
- Fundraising, issuance, or private placement of equity-type securities.
- Appointment, dismissal, or remuneration of certified public accountants.
- Appointment or dismissal of financial, accounting, or internal audit executives.
- Annual financial reports signed or sealed by the Chairman, managerial officers, and accounting officers, and semi-annual financial reports requiring CPA review.
- Other material matters as required by the Company or competent authorities.
Members of the Audit Committee
| Position | Name | Date of Appointment | Major Education / Experience | Current Positions Held |
|---|---|---|---|---|
| Convener | 周 斌 | 2012-06-29 | Graduate, Department of Transportation Management,
Feng Chia University Los Angeles Branch Manager Zhongli Branch Manager |
- |
| Member | 陳韻如 | 2024-06-12 | Graduate, Department of Law (Finance Group), Chinese Culture University | Managing Attorney, 翊捷法律事務所 |
| Member | 劉東杰 | 2020-06-22 | M.A., Minnesota State University, Mankato B.A., Department of Economics, Fu Jen Catholic University 31 years of experience at Taiwan Small & Medium Business Bank Former International Division Manager |
Director, 建錩實業股份有限公司 |
| Member | 張裕倉 | 2023-06-28 | Graduate, Department of Electrical Engineering, Chien Hsin University of Science and Technology Department Manager, Taiwan Green Productivity Foundation Group Leader, Taiwan CTCI Foundation Consultant, Taiwan Industry Service Foundation |
Lecturer, Taiwan Industry Service Foundation |
Operation of the Audit Committee
- Date of establishment: June 28, 2023
- Number of members: 4
- Term of office: June 28, 2023 – June 27, 2026
- As of December 31, 2024, a total of 8 meetings had been convened.
| Position | Name | Meetings Attended (B) | Proxy Attendance | Attendance Rate (%) | Remark |
|---|---|---|---|---|---|
| Independent Director | 周 斌 | 8 | 0 | 100% | |
| Independent Director | 劉東杰 | 7 | 1 | 87.50% | |
| Independent Director | 張裕倉 | 8 | 0 | 100% | |
| Independent Director | 陳韻如 | 3 | 0 | 100% | 100% (Appointed on 2024-06-12) |
Major Resolutions of the Audit Committee
| Title | Download |
|---|---|
| Major Resolutions of the Audit Committee (2023) | |
| Major Resolutions of the Audit Committee (2024) |
Communication Between Independent Directors, Internal Audit, and External Auditors
1. Communication Policy
(1) The Company’s internal audit officer maintains effective communication with the Audit Committee. Audits are conducted in accordance with the annual audit plan, and “Internal Audit Reports” are submitted to each Audit Committee member by the end of the month following completion of each audit item. Any special circumstances are reported to the Audit Committee on a timely basis.
(2) Summary of communications between independent directors and the external auditors:
Communication with the visa accountant
| Title | Download |
|---|---|
| Communication with External Auditors (2023) | |
| Communication with External Auditors (2024) |
Compensation Committee
Duties and Responsibilities of the Compensation Committee
The Compensation Committee shall perform the following duties with the care of a prudent administrator and submit its recommendations to the Board of Directors for discussion:
1. Establishing and periodically reviewing policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managerial officers.
2. Regularly evaluating and determining the remuneration of directors and managerial officers.