Audit Committee
The Company's Audit Committee was established by law after the Board of Directors' meeting on March 20, 2020. The Committee consists of 3 independent directors. The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility of overseeing the quality and integrity of the Company's execution of the relevant accounting, auditing and financial reporting processes and financial controls. The professional qualifications and experience of the members are set out below:
| Members | Qualifications and Experience |
|---|---|
| Chen Wei-Yue | MBA from University of California, USA and B.A. in International Trade from National Chengchi University. He is a licensed accountant and has practical professional and managerial experience. |
| Lin Tian-Shiou | Graduated from the Department of Business Administration of Soochow University. He was the CEO of China-Philippines Bank. He has experience in transnational management and majored in international transportation and logistics. |
| Chen Chieh-Sheng | Master's/Ph.D. in Materials Science, University of Tokyo, Master's degree in Industrial Management, Stanford University, with practical management experience in the industry. |
The attendance status and review operation status of the Audit Committee members are as follows
These Regulations are established pursuant to Article 3 of the ‘Measures for the Exercise of Powers by Audit Committees of Publicly Issued Companies’.
The number of members, term of office, powers and functions, rules of procedure, and resources to be provided by the company when exercising its powers shall be governed by the provisions of these Regulations.
The operation of this committee shall be primarily aimed at overseeing the following matters:
- Fair presentation of the company's financial statements.
- The Appointment and Removal of Statutory Auditors and Their Independence and Performance.
- The effective implementation of internal controls within the company.
- The company complies with relevant laws and regulations.
- Management of existing or potential risks within the company.
This committee shall comprise all independent directors, with a minimum membership of three persons. One of these shall serve as convenor, and at least one shall possess accounting or financial expertise.
The term of office for independent directors of this committee shall be three years, with re-election permitted. Should any director be removed from office for any reason, thereby reducing the number below that stipulated in the preceding paragraph or in the Articles of Association, a by-election shall be held at the next shareholders' meeting.
Where all independent directors are removed from office, the Company shall convene an extraordinary general meeting within sixty days of the occurrence of such event to elect replacements.
The provisions of the Securities and Exchange Act, the Companies Act, and other laws concerning auditors shall apply mutatis mutandis to this Committee.
The provisions of Article 14-4, Paragraph 4 of the Securities and Exchange Act concerning acts involving the powers of supervisors or acting as representatives of the company under the Companies Act shall apply mutatis mutandis to the independent director members of this Committee.
Resolutions of this Committee shall be adopted with the concurrence of more than half of all members of this Committee; the convenor of this Committee shall represent the Committee externally.
The representative of the company for matters under Articles 213, 214 and 223 of the Companies Act shall be appointed by this Committee in accordance with the procedure set out in the preceding paragraph. This Committee may resolve that a member shall represent the company individually or jointly. Where no representative is appointed in accordance with the preceding paragraph, all members shall jointly represent the company.
For the purposes of these Regulations, the term ‘all members’ shall be calculated on the basis of those actually holding office.
The powers and functions of this committee shall be as follows:
- Establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment of the Effectiveness of Internal Control Systems.
- Establish or amend procedures for handling significant financial and operational activities, as stipulated under Article 36-1 of the Securities and Exchange Act, concerning the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, or providing endorsements or guarantees for third parties.
- Matters involving the personal interests of directors.
- Transactions involving significant assets or derivative instruments.
- Substantial loans, endorsements or guarantees.
- The raising, issuing or private placement of securities of an equity nature.
- The appointment, dismissal or remuneration of the certified public accountant.
- The appointment and removal of the Head of Finance, Accounting or Internal Audit.
- Annual financial reports and half-yearly financial reports.
- Other significant matters as stipulated by other companies or competent authorities.
Resolutions concerning the foregoing matters shall be approved by a majority of more than half of all members of this Committee and shall be submitted to the Board of Directors for resolution.
Except for the tenth item, any matter under the first item may be implemented with the consent of two-thirds or more of all directors, provided that such consent is not obtained from more than half of all members of this committee.
For the purposes of these Regulations, the term ‘all members’ shall be calculated based on those who are actually in office.
The convenor of this committee shall represent the committee externally.
This committee shall meet at least once every quarter and may convene additional meetings as required.
The convening of this Committee shall specify the reason for the meeting and shall be notified to each independent director member of this Committee seven days in advance.
Except in cases of emergency.
The venue and time for convening this committee shall be determined at the company's registered office during office hours, or at a location and time convenient for committee members to attend and suitable for the committee's meeting.
This Committee shall elect one of its members by mutual agreement to serve as convenor and chairperson of meetings. Should the members be unable to elect a convenor, the independent director holding the largest number of votes representing voting rights shall assume the role.
Where the convening director is absent or unable to convene a meeting for any reason, he or she shall designate another independent director to act as his or her proxy. Where the convening director fails to designate a proxy, the independent directors of the committee shall mutually elect one among themselves to act as proxy.
A request to convene this Committee may be made in writing by independent directors constituting more than half of all members of this Committee, setting out the proposed matters and reasons. Should the convener fail to convene this Committee within fifteen days of such request being made, independent directors constituting more than half of all members of this Committee may convene it themselves.
This Committee may request managers from relevant departments of the Company, internal auditors, accountants, legal advisers or other personnel to attend meetings and provide necessary information. However, they shall withdraw from the meeting during discussions and voting.
When this committee convenes, all relevant meeting materials shall be prepared and made available with the notice of meeting for the perusal of committee members at any time.
When this committee convenes, the company shall provide a sign-in register for attending independent directors to sign in, which shall be available for inspection.
Independent directors of this Committee shall attend meetings in person. Should they be unable to attend in person, they may appoint another independent director to attend on their behalf. Participation via video conference shall be deemed equivalent to attendance in person.
Where a member of this Committee appoints another independent director to attend on their behalf, a letter of authorisation shall be issued for each occasion, specifying the scope of authority in relation to the matters for which the meeting is convened.
Resolutions of this committee shall be adopted with the concurrence of more than half of all members. The result of the vote shall be reported immediately and recorded.
Where there exists a valid reason preventing this Committee from convening, such action shall be taken with the consent of not less than two-thirds of all directors of the Board of Directors. However, matters falling under Article 6, Paragraph 1, Item 10 shall still require the issuance of a consenting opinion by the independent director members.
The second agent shall be authorised to act solely on behalf of one person.
Should the meeting commence without at least half of the members present, the Chairperson may adjourn the meeting for that day. Such adjournments may be made no more than twice. Should the quorum still not be attained after two adjournments, the Chairperson may reconvene the meeting in accordance with the procedures stipulated in Article 7, Paragraph 2.
This Committee shall proceed in accordance with the agenda set out in the notice of meeting. However, the agenda may be altered with the consent of more than half of all members of this Committee.
The Chairman shall not adjourn the meeting without the consent of more than half of all members of this Committee.
During the proceedings of this committee meeting, should the number of members present fall below half of the total membership, the Chairman shall, upon the proposal of the independent directors present, declare a suspension of the meeting and apply the provisions of the preceding article mutatis mutandis.
During the proceedings of this committee meeting, should the convenor be unable to preside over the meeting for any reason, or should the chairperson fail to adjourn the meeting in accordance with the provisions of the second paragraph, the appointment of a substitute shall be governed by the provisions of the fifth paragraph of Article 7.
Minutes shall be taken of the proceedings of this Committee, and such minutes shall accurately record the following matters:
- Session number, date, time and venue.
- The name of the Chairperson.
- Attendance records of independent directors, including the names and number of attendees, those on leave, and those absent.
- Name and title of the non-voting participant.
- Record the name.
- Matters for report.
- Items for discussion: The method and outcome of resolutions on each motion; summaries of statements made by independent directors, experts and other personnel of the committee; names of independent directors with interests as defined in Article 11, Paragraph 1; explanations of the material aspects of such interests; reasons for their recusal or non-recusal; circumstances of recusal; and dissenting or reserved opinions.
- Motion on the floor: Proposer's name, resolution method and outcome of the motion, summary of statements by the committee's independent directors, experts and other personnel, names of independent directors with interests as defined in Article 11, Paragraph 1, explanation of material aspects of such interests, reasons for recusal or non-recusal, circumstances of recusal, and dissenting or reserved opinions.
- Other matters requiring disclosure.
This Committee's attendance register forms part of the minutes and shall be properly preserved for the duration of the Company's existence.
The minutes shall be signed or sealed by the chairperson and the minute-taker, and shall be distributed to each independent director of the committee within twenty days after the meeting. They shall be filed as part of the Company's important records and properly preserved for the duration of the Company's existence.
The preparation and distribution of the first set of minutes may be effected by electronic means.
The agenda for this committee meeting shall be set by the convenor; other members may also submit motions for discussion by the committee.
Where an independent director of this committee has a material interest in any matter under discussion at a meeting, they shall disclose the substance of such interest. Should there be any risk of prejudice to the company's interests, they shall abstain from participating in the discussion and voting, and shall recuse themselves during deliberations and voting. Furthermore, they shall not exercise the voting rights of other independent directors by proxy.
Where the Committee is unable to reach a resolution due to the foregoing provision, it shall report to the Board of Directors, which shall then make the resolution.
The Company shall record the proceedings of this Committee's meetings in full by means of audio or video recording for archival purposes, and shall retain such recordings for a minimum period of five years. Such retention may be effected by electronic means.
Where litigation arises concerning resolutions adopted by this Committee prior to the expiry of the aforementioned retention period, the relevant audio or video recording evidence shall be retained until the conclusion of such proceedings.
Where this Committee convenes via video conference, the audio-visual materials of such proceedings shall form part of the minutes and shall be properly preserved for the duration of the Company's existence.
This Committee may, by resolution, appoint solicitors, accountants or other professional persons to conduct necessary audits or provide advice concerning matters stipulated in Article 6. The costs incurred shall be borne by the company.
Members of this committee shall exercise the care of a prudent manager in faithfully discharging the duties prescribed in the organisation's regulations, shall be accountable to the board of directors, and shall submit proposed resolutions to the board for decision.
This Committee shall periodically review matters pertaining to the organisational regulations and submit amendments to the Board of Directors.
Matters resolved by this Committee may be delegated to the convenor or other members for subsequent implementation. During the implementation period, written or oral reports shall be submitted to this Committee. Where necessary, such matters shall be presented at the next meeting for ratification or reporting.
These Articles of Association shall come into force upon resolution by the Board of Directors, and any amendments thereto shall likewise be implemented in the same manner.