Audit Committee
Duties of the Audit Committee:
1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Evaluation of the effectiveness of the internal control system.
3. Prescribe or amend the procedures for handling major financial and business acts of acquiring or disposing of assets, engaging in derivative commodity transactions, lending funds to others, or endorsing or providing guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving the directors' own interests.
5. Significant asset or derivative commodity transactions.
6. Significant capital loan, endorsement or provision of guarantee.
7. The offering, issuance or private placement of equity securities.
8. Appointment, dismissal or remuneration of certified public accountants.
9. Appointment and dismissal of financial, accounting or internal audit supervisors.
10. Annual financial report signed or stamped by the chairman of the board of directors, managers and accounting supervisors.
11. Other major matters stipulated by the company or the competent authority.
Our company's Audit Committee consists of three independent directors. The Audit Committee is established to assist the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the
The professional qualifications and experience of the members of the first Audit Committee are as follows:
Title |
Name |
Main Experience |
convener |
Zhou Jun Yi |
National Chengchi University, Department of Accounting/Department of Public Finance Ernst & Young Deloitte & Touche Makalot Industrial Co., Ltd. AkzoNobel Taiwan Co., Ltd. Ming Yuan CPA Firm, Certified Public Accountant |
committee |
Lu Shi Tong |
Ph.D. in Construction Management, Department of Civil Engineering, National Central University Ph.D. in Business Administration, National Central University Director, National and Regional Development Research Center Adjunct Associate Professor, Department of Business Administration, College of Management, National Central University Adjunct Associate Professor, Department of Civil Engineering, College of Engineering, National Central University Adjunct Associate Professor of Economics, General Education Center, Taipei Tech (National Taipei University of Technology) Professor, Department of International Logistics and Transportation Management, Kainan University Associate Professor, Graduate Institute of Project Management, College of Business, Kainan University Associate Professor and Head, Department of Risk Management, College of Business, Kainan University Dean, College of Tourism and Transportation, Kainan University Independent Director, Taiwan Navigation Co., Ltd. Supervisor, Power-Electrics Co., Ltd. |
committee |
Chen Jin Han |
Department of Law, Soochow University Attorney, Hansheng Law Firm Managing Attorney, Hansheng Law Firm |
The Audit Committee held five meetings in 2024, reviewing matters including:
- Financial statement audits and accounting policies and procedures.
- Internal control systems and related policies and procedures.
- Significant asset or derivative transactions.
- Significant loans, endorsements, or guarantees.
- Issuance of securities.
- Derivative financial instruments and cash investments.
- Regulatory compliance.
- Fraud prevention plans.
- Information security.
- Company risk management.
- Qualifications, independence, and performance evaluation of the certifying accountants.
- Appointment, dismissal, or remuneration of the certifying accountants.
- Appointment and dismissal of financial, accounting, or internal audit supervisors.
- Fulfillment of Audit Committee responsibilities.
- Audit Committee performance self-assessment questionnaire.
Review of Financial Reports
The Board of Directors prepared the Company's 2024 business report, financial statements, and profit distribution proposal. The financial statements were audited by KPMG Taiwan, which issued an audit report. The Audit Committee reviewed the aforementioned business report, financial statements, and profit distribution proposal and found no discrepancies.
Assessment of Internal Control System Effectiveness
The Audit Committee assessed the effectiveness of the company's internal control system policies and procedures (including financial,
The Communications between the Independent Directors and the Internal Auditors or the Independent Auditors
Audit Committee Meeting Date | Communications between the Independent Directors and the Internal Auditors | Communications between the Independent Directors and the Independent Auditors |
2024 1st Regular Meeting March 14 |
◆Internal Auditor’s report (Closed Door Session) ◆2023 Statement of Internal Control System (Closed Door Session) |
Q4 2023 Communication with Corporate Governance Unit: ◆Matters related to auditor independence ◆Auditor's responsibilities for the audit of financial statements ◆Scope of the audit ◆Key audit matters identified during the audit ◆Audit findings and conclusions ◆Updates on relevant laws and regulations that may impact the financial statements |
2024 2nd Regular Meeting May 13 |
◆Internal Auditor’s report (Closed Door Session) | Q1 2024 Communication with Corporate GovernanceUnit: ◆Matters related to reviewer independence ◆Reviewer's responsibilities for the review of interim financial reports ◆Types of conclusions that may be expressed in a review report ◆Scope of the review ◆Findings identified during the review ◆Significant updates to accounting standards, interpretations, securities regulations, and tax laws that may impact the interim financial reports |
2024 3rd Regular Meeting August 13 |
◆Internal Auditor’s report (Closed Door Session) ◆Amendments to Huayin’s internal control related policies and procedures (Closed Door Session) |
Q2 2024 Communication with Corporate Governance Unit: ◆Matters related to reviewer independence ◆Reviewer's responsibilities for the review of interim financial reports ◆Types of conclusions that may be expressed in a review report ◆Scope of the review ◆Findings identified during the review ◆Significant updates to laws and regulations that may impact the interim financial reports |
2024 4th Regular Meeting November 13 |
◆Internal Auditor’s report (Closed Door Session) ◆Amendments to Huayin’s internal |
Q3 2024 Communication with Corporate Governance Unit: ◆Matters related to reviewer independence ◆Reviewer's responsibilities for the review of interim financial reports ◆Types of conclusions that may be expressed in a review report ◆Scope of the review ◆Findings identified during the review ◆Key Audit Matters Communication in Annual Report |
2024 5th Regular Meeting December 26 |
◆Supervision and management of subsidiaries, internal control, internal auditing and other related matters(Closed Door Session) | Q4 2024 Communication with Corporate Governance Unit: ◆Scope of Audit ◆Operating Status of SMT Division ◆Key Audit Matters Communication |
2025 1tst Regular Meeting March 13 |
◆Internal Auditor’s report (Closed Door Session) ◆2024 Statement of Internal Control System (Closed Door Session) |
Q4 2024 Communication with Corporate Governance Unit: ◆Matters related to auditor independence ◆Auditor's responsibilities for the audit of financial statements ◆Scope of the audit ◆Types of conclusions that may be expressed in a review report ◆Key audit matters identified during the audit ◆Audit findings and conclusions |
Result: all of the above matters were reviewed and/or approved by the Committee whereupon Independent Directors raised no objection.