Functional Committees
Professional Qualifications and Experience
| Position & Name | Professional Qualifications and Experience | Independence Status | Number of Other Public Companies Where Serving as an Independent Director |
|---|---|---|---|
| Independent Director Huang, Win-Jung | Education: Bachelor's degree in Business Administration, Tunghai University. Experience: - Senior Manager at Taipei World Trade Center International Trade Building Co., Ltd. - Executive Secretary at Foreign Trade Development Association. - Executive Director at Taiwan Creativity Center. - Vice Chairman at the Chinese National Association of Industry and Commerce, Taiwan. - Vice Chairman at the Chinese Latin America Economic and Trade Association. - Senior Supervisor at the Chinese European Economic and Trade Association. - Vice Chairman at Taiwan-China East Economic and Trade Association. - Senior Supervisor at Taiwan-India Economic and Trade Association. - Convener of the Taiwan-Italy Business and Cultural Exchange Management Group. - Director at Taiwan Fresh Fruit Exporters Association. - Director at Taiwan ASEAN Business Association. | All independent directors comply with the relevant regulations under Article 14-2 of the Securities and Exchange Act and the Regulations Governing the Appointment and Exercise of Powers by Independent Directors of Public Companies. | 0 |
| Independent Director Hsieh, Ming-Jen | Education: Ph.D. in Accounting, National Chengchi University. Experience: - Senior Auditor at PwC Taiwan. - Lecturer at Hua-Hsia Institute of Technology. - Certified Public Accountant (CPA) at an Accounting Firm. - Associate Professor at the Department of Business Administration, Taipei City University. - Independent Director at Jin-Kuen Copper Co., Ltd. | 0 | |
| Independent Director Lin, Teng-Rong | Education: Bachelor's degree in Chemical Engineering, Chung Yuan Christian University. Experience: - General Manager at Hua-Xing Alloy Manufacturing Co., Ltd. - Associate Professor at United University, Department of Materials and Chemical Engineering. | 0 |
Expertise Matrix of Independent Directors
| Position & Name | Professional Background | Business Judgment | Accounting & Finance | Business Management | Crisis Management | Industry Knowledge | International Market Perspective | Leadership Skills | Decision-Making Ability | |
|---|---|---|---|---|---|---|---|---|---|---|
| Independent Directors | Huang, Win-Jung | International Marketing | V | V | V | V | V | |||
| Hsieh Ming-Jen | Accounting & Information | V | V | V | V | V | ||||
| Lin, Teng-Rong | Chemical Engineering | V | V | V | V | V | ||||
(1) Establishment or revision of the internal control system as stipulated in Article 14-1 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) Establishment or revision of procedures for major financial and business transactions, including acquisition or disposal of assets, derivative transactions, lending funds to others, and providing endorsements or guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
(4) Matters involving conflicts of interest for directors.
(5) Major asset or derivative transactions.
(6) Significant loans, endorsements, or guarantees.
(7) Issuance, offering, or private placement of equity-related securities.
(8) Appointment, dismissal, or remuneration of the certifying accountant.
(9) Appointment or dismissal of financial, accounting, or internal audit officers.
(10) Financial reports signed or stamped by the Chairman, managers, and accounting officers.
(11) Other major matters as required by the company or regulatory authorities.
(1) Evaluation of the Effectiveness of the Internal Control System
In accordance with the “Regulations Governing the Establishment of Internal Control Systems by Public Companies,” the company assesses whether the design and execution of its internal control system were effective for the fiscal year 2023. The assessment was reviewed and approved by the 3rd Audit Committee at its 3rd meeting on February 26, 2024, and subsequently approved by the 17th Board of Directors at its 5th meeting on the same date. The “Internal Control System Statement for 2023” was then issued.
The Board of Directors prepared the 2023 financial statements, which were audited by Deloitte Taiwan and accompanied by the business report and earnings distribution proposal. These were approved by the Audit Committee at its 3rd meeting on February 26, 2024, and subsequently adopted by the Board of Directors at its 5th meeting on the same day. The statements were later submitted to the Annual General Meeting for shareholder approval.
(2) Appointment of the Certifying Accountant
The Audit Committee is responsible for overseeing the independence of the accounting firm to ensure the fairness of financial reporting. To maintain independence, the committee refers to Article 47 of the Certified Public Accountant Act and Bulletin No. 10 on Professional Ethics for Accountants (“Integrity, Fairness, Objectivity, and Independence”) to establish an independence evaluation framework. The evaluation covers the independence, professionalism, and suitability of the accountants, including their financial and business relationships with the company.
After review, at the 3rd Audit Committee meeting on February 26, 2024, and approval by the 17th Board of Directors at its 5th meeting on the same day, Deloitte Taiwan accountants Liu Ming-Hsien and Cheng Chin-Tsung were confirmed to meet the independence assessment standards and were deemed qualified to serve as the company’s financial and tax certifying accountants.
The Audit Committee convened four times in the fiscal year 2024 (A), and the attendance of independent directors is as follows:
| Position | Name | Actual Attendance (B) | Proxy Attendance | Actual Attendance Rate (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Independent Director | Huang Wen-Jung | 4 | 0 | 100% | － |
| Independent Director | Hsieh Ming-Jen | 4 | 0 | 100% | － |
| Independent Director | Lin, Teng-Rong | 3 | 1 | 75% | － |
| Other Required Disclosures 1. If any of the following situations arise during the operations of the Audit Committee, the company must disclose details, including the meeting date, session number, agenda items, dissenting opinions of independent directors, reservations, major recommendations, resolution results, and the company’s response to the Audit Committee’s opinions: (1) Matters specified under Article 14-5 of the Securities and Exchange Act: See Note 1 (2) Other resolutions not approved by the Audit Committee but passed by at least two-thirds of the Board of Directors: None 2. Implementation of Independent Directors' Recusal from Conflict-of-Interest Proposals If an independent director abstains from voting due to a conflict of interest, the disclosure should include the name of the independent director, agenda item, reason for recusal, and voting participation: None 3. Communication Between Independent Directors, Internal Audit Officers, and Accountants This includes major discussions on company financials and business operations, communication methods, and outcomes: See Notes 2, 3, and 4 | |||||
| Meeting Date | Summary of Agenda Items | Audit Committee Resolutions | Company’s Response to Audit Committee Decisions |
|---|---|---|---|
| 3rd Term, 3rd Meeting (2024.02.26) | 1. 2023 Individual and Consolidated Financial Reports. 2. 2023 Earnings Distribution Proposal. 3. Review of Independent Auditor’s Independence for Annual Audit. 4. Issuance of the 2023 Internal Control System Statement. 5. 2023 Business Report. | The committee chairman presented the meeting results, and all proposals were approved without objections. | Implemented according to resolutions. |
| 3rd Term, 4th Meeting (2024.04.30) | 1. 2024 Q1 Consolidated Financial Report. 2. Amendment to the Subsidiary Management Regulations. | The committee chairman presented the meeting results, and all proposals were approved without objections. | Implemented according to resolutions. |
| 3rd Term, 5th Meeting (2024.07.30) | 1. 2024 Q2 Consolidated Financial Report. | The committee chairman presented the meeting results, and all proposals were approved without objections. | Implemented according to resolutions. |
| 3rd Term, 6th Meeting (2024.11.05) | 1. 2024 Q3 Consolidated Financial Report. 2. Amendment to the Internal Control System and Internal Audit Implementation Rules. 3. 2025 Audit Plan. 4. Issuance of a Company Guarantee for Shanghai Manufacturing Subsidiary. 5. Authorization of Financial Institution Credit Transactions and Agreement Signings. 6. Evaluation of Foreign Subsidiary Loan Risk Assumption for 2025. 7. Management Succession Plan. | The committee chairman presented the meeting results, and all proposals were approved without objections. | Implemented according to resolutions. |
Note 2: Communication Methods Between Independent Directors, Internal Audit Supervisors, and Accountants
(1) Regular Reporting and Communication:
- Monthly audit reports and quarterly follow-up reports are submitted to independent directors.
- The internal audit supervisor regularly reports to independent directors during Audit Committee meetings, discussing the execution of audit reports, internal audit deficiencies, and follow-up recommendations.
(2) Communication with Certified Public Accountants (CPAs):
- The external auditors report to independent directors at quarterly Audit Committee meetings regarding the audited (or reviewed) financial statements and internal control audit results.
- Discussions include whether there are financial statement adjustment entries and whether newly revised regulations impact the financial statements.
Note 3: Summary of Communication Between Independent Directors and Internal Audit Supervisor
The independent directors have maintained effective communication regarding the execution and effectiveness of audit operations.
| Date | Key Communication Points |
|---|---|
| 2024.02.26 | 1. Internal audit business report for October-December 2023. 2. Effectiveness assessment of the 2023 internal control system. |
| 2024.04.30 | 1. Internal audit business report for February-March 2024. |
| 2024.07.30 | 1. Internal audit business report for April-June 2024. |
| 2024.11.05 | 1. Internal audit business report for July-September 2024. 2. 2025 annual audit plan. |
Note 4: Summary of Communication Between Independent Directors and External Auditors
The independent directors and the external auditors maintained effective communication throughout the year.
| Date | Key Communication Points |
|---|---|
| 2024.02.26 | Discussed and communicated the results of the 2023 individual and consolidated financial statements, as well as the impact of newly revised regulations. |
| 2024.04.30 | Reviewed and discussed the Q1 2024 consolidated financial statements, including the impact of newly revised regulations. |
| 2024.07.30 | Reviewed and discussed the Q2 2024 consolidated financial statements, including the impact of newly revised regulations. |
| 2024.11.05 | Reviewed and discussed the Q3 2024 consolidated financial statements, including the impact of newly revised regulations. Additionally, the accountant provided a briefing on CPA and governance unit pre-audit key review items. |
