Corporate Governance

Corporate Governance

Audit Committee

Focus of the work of the Audit Committee

The Audit Committee consists of three independent directors. The Audit Committee assists the Board of Directors in fulfilling its oversight of the quality and integrity of the accounting, auditing, financial reporting, and financial control practices. The main purpose of the operation of the Audit Committee is to supervise the following matters:

  1. Fair presentation of financial statements.
  2. Hiring (dismissal), independence and performance of an attesting CPA.
  3. Effective implementation of internal controls.
  4. Comply with relevant laws and regulations.
  5. Management and control of existing or potential risks.

Professional qualifications and experience of audit committee members

Please refer to Director's resume.

NameAudit CommitteeRemuneration Committee
John ChowVV
Jiun In GuoVV
Calvin WangV(Convener)V(Convener)

Operations of the Audit Committee

  1. The term of the current members: From June 19, 2024 to June 18, 2027
  2. The Audit Committee held meetings 5 times in 2023, and 100% attendance rate for all members.
Meeting DateTermContent of proposalOpinions of independent directorsResponse to the independent director’s opinionsResults of the resolution
2023/03/29The 6th meeting of the first term
  • 2022 Business Report and Financial Statements
  • 2022 earnings distribution
  • 2022 Internal Control System Validity Evaluation
  • 2023 Appointment, remuneration and assessment of independence and competency of CPAs
  • Amend some provisions of the "Corporate Governance Best Practice Principles”
  • The proposal for the Company to establish credit with banks
  • Issuance of 2022 RSA
  • Issuance of new shares with 2023 RSA
Not applicableNot applicableApproved
2023/06/28The 7th meeting of the first termThe company plans to establish a new subsidiary in the United StatesNot applicableNot applicableApproved
2023/08/09The 8th meeting of the first term
  • Second quarter of 2023 Financial Statements
  • Amend some provisions of the "Issuance of new shares with 2023 RSA”
Not applicableNot applicableApproved
2023/11/02

The 9th meeting of the first term

  • Restrictions on employees' rights if vested conditions are not met, new stock recovery, cancellation and capital reduction matters
  • The company plans to handle the first cash capital increase in 2012 and issue new shares
Not applicableNot applicableApproved
2023/12/22

The 10th meeting of the first term

  • 2023 annual audit plan for internal control system

  • The proposal for the Company to establish credit with banks

Not applicableNot applicableApproved

Principles for communication between independent directors and internal audit officer

  • The company has established an Audit Committee to replace the supervisor, and the Audit Committee is composed of all independent directors.
  • The company's internal audit officer regularly conducts quarterly internal audit reports in the Audit Committee meetings every quarter. The company has fully communicated the execution status of the audit business, the improvement tracking of audit deficiencies and its results. The company's current communication situation is good.
  • Communication meetings between independent directors, internal audit officer and accountants are held at least once a year to discuss the completed internal audit and external audit opinions of the accountants, and communicate based on the deficiencies in the annual audit.
  • In addition to receiving audit reports on a monthly basis, the independent directors of the Company also have the audit officer report important business matters of the Company and its subsidiaries to the independent directors during communication meetings. The independent directors have fully communicated the execution status and results of the audit business.
  • Accountants shall participate in the Audit Committee at least every year and report to the independent directors on the results and findings of the financial statement review.
  • The company's certified accountants regularly conduct financial statement reviews or review results reports at Audit Committee meetings every quarter, as well as other communication matters required by relevant laws and regulations.
  • The company's independent directors have direct contact channels with the internal audit officer and certified accountants, and can communicate by email, phone or face-to-face as necessary; and in accordance with the regulations of the competent authority, they regularly check the company's financial and business status, and directly Communicate with management units and governance units.
  • Others: When major abnormal events occur, or matters where independent directors, audit officer and accountants deem it necessary to communicate independently, communication meetings can be held at any time from time to time.

Important highlights of the communications between independent directors and internal audit officer

DateAttendeesImportant highlights of the communications
2023/03/29Attendance of independent directors/accountants/audit officer
  • 2022/11~2023/01 audit report
  • 2022 Internal Control System Validity Evaluation
2023/06/28Attendance of independent directors/accountants/audit officer2023/02~2023/05 audit report
2023/08/09Attendance of independent directors/accountants/audit officer2023/06 audit report
2023/11/02Attendance of independent directors/accountants/audit officer2023/07~2023/09 audit report
2023/12/22Attendance of independent directors/audit officer
  • 2023/10 audit report
  • 2024 annual audit plan for internal control system

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