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Committees
The Company’s Audit Committee assists the Board of Directors in fulfilling its supervisory responsibilities and carrying out the duties assigned under the Company Act, the Securities and Exchange Act, and other relevant laws and regulations. The Audit Committee was established on June 12, 2015 and is composed entirely of independent directors. Its primary duties are as below:
⦁ Adoption or amendment of an internal control system pursuant to Article 14-1.
⦁ Assessment of the effectiveness of the internal control system.
⦁ Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, monetary loans to others, or endorsements or guarantees for others.
⦁ A matter relating to the personal interest of a director.
⦁ A material asset or derivatives trade.
⦁ A material monetary loan, endorsement, or provision of guarantee.
⦁ The offering, issuance, or private placement of any equity-type securities.
⦁ The engagement, discharge, or compensation of an attesting CPA.
⦁ The appointment or discharge of a financial, accounting, or internal auditing officer.
⦁ Annual financial reports and second quarter financial reports.
⦁ Overseeing the operation of the risk management mechanism and providing recommendations for improving the design of risk management policies and procedures.
⦁ Any other material matter so required by the company or the Competent Authority.
Audit Committee Members’ Experience
The term of the current Audit Committee is from June 5, 2024 to June 4, 2027. Independent Director Hsu, Yuan-Chen serves as the convener. For the professional backgrounds and experience of the committee members, please refer to the sectionBoard Members.
Audit Committee Operations
The Company's Audit Committee convenes at least once every quarter. For details regarding the committee meetings, including meeting dates and individual members' attendance records, please refer to the Company's Annual Report.
Communication Between Independent Directors, Internal Audit Officer, and Certifying CPAs
⦁ Communication Between Independent Directors and the Internal Audit Officer:
The Internal Audit Officer prepares a monthly “Internal Audit Summary Report” with copies of audit reports and submits them to all Audit Committee members via email for review. If any internal control deficiencies or irregularities requiring improvement are identified, a quarterly follow-up report will be prepared and provided to the Audit Committee members.
The Internal Audit Officer reports audit activities and findings to the Audit Committee at least once each quarter and communicates with the Independent Directors. In the event of any significant irregularities, meetings may be convened at any time.
⦁ Communication Between Independent Directors and the Certifying CPAs:
Independent Directors and the certifying CPAs hold scheduled meetings at least once a year. During such meetings, the CPAs report on the Company’s financial position, overall operational status, and the results of internal control reviews.
Please click the link below for a summary of communications.
Communication Between Independent Directors and the Internal Audit Officer
Communication Between Independent Directors and Certifying CPAsThe Company's Compensation Committee shall exercise its duties with professionalism, objectivity, and the care of a prudent administrator. The Committee shall faithfully perform the following functions and submit proposals to the Board of Directors for discussion:
⦁ Periodically review these Rules and propose amendments.
⦁ Establish and periodically review the performance evaluation standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the remuneration of directors and managerial officers, and disclose the performance evaluation standards in the annual report.
⦁ 定Periodically assess the achievement of performance goals by the Company’s directors and managerial officers, and—based on the evaluation results determined in accordance with the performance evaluation standards—determine the remuneration content and amount for each individual.
Remuneration Committee Members’ Experience
The current Remuneration Committee is composed of all four Independent Directors, with Independent Director Chao-Sheng Chiang serving as the Convener. The term of office is from June 5, 2024 to June 4, 2027. For the professional backgrounds of the Committee members, please refer to the section onBoard Members.
Remuneration Committee Operations
The Company's Remuneration Committee convenes at least once a year. For details regarding the meetings held by the Committee and each member's attendance, please refer to the Company's Annual Report.