| Name | Title | Major industrial/educational background |
|---|---|---|
| I-Shih Chen | Convener Independent Director | Master of Management Science, National Chiao Tung University Chairman, Apacer Technology Inc. Vice President, Acer Inc. |
| Huei-Shih Lung | Independent Director | Bachelor, Department of Business Administration, National ChengChi University Chairman, HsiangLung Investment Co. Ltd. Chairman, Aserve Technology Corp. Chief Accounting Officer, Acer Incorporated Independent Director and member of Remuneration Committee, AOPEN Incorporated Independent Director and member of Remuneration Committee, ProLight Opto Technology Corporation Independent Director and member of Remuneration Committee, Acer Cyber Security Incorporated |
| Maggie Lu | Independent Director | Ph.D., Institute of Food Science and Technology, National Taiwan University Deputy General Director of Biomedical Technology and Device Research Laboratories, Industrial Technology Research Institute President, Metagone Biotech Inc. |
The Audit Committee is responsible for assisting the Board of Directors in carrying out its supervisory duties and to exercise the functions required in the Securities and Exchange Act, the Company Act and other laws and regulations. To communicate with the Company's internal auditing officers and CPAs regularly.
Annual key functions and operations of Audit Committee:
Annual key functions and operations:
1. 2024 key functions
- Communicate results of audit report with the head of internal audit regularly according to the annual audit plan.
- Communicate with CPA regularly over financial statement review or audit results in each quarter.
- Review financial reports.
- Assessment of effectiveness of internal control system.
- Review the appointment or remuneration of attesting CPA.
- Evaluate the independence of CPA who provide audit and non-audit services.
- Review the Company's operational procedures and material transactions of assets, derivatives, capital lending.
- Legal compliance.
2. 2024 operations: The Audit Committee held six meetings during 2024. Proposals of the Audit Committee meetings have all been approved by members of the Audit Committee with no dissent from all of the Independent Directors. There are no independent directors' avoidance of any proposals in conflict of personal interests in 2024.
3. Where the operations of the Audit Committee meets matters included in Article 14-5 of the Securities and Exchange Act, it shall clearly disclose the Audit Committee's convening items and resolutions:
| Audit Committee Term (Date) | Content | Objections, reservations or major suggestion of Independent Director | The result of resolutions of the Audit Committee | The Company’s actions in response to the resolutions |
|---|---|---|---|---|
| 6th Term 3th Meeting (2024.01.05) |
| None | Chairman has acknowledged all attending members of the Audit Committee and they have no dissenting opinion. | All resolutions have been approved with no dissent by all attending directors of the Board of Directors. |
| 6th Term 4th Meeting (2024.01.29) |
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| 6th Term 5th Meeting (2024.03.01) |
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| 6th Term 6th Meeting (2024.05.02) |
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| 6th Term 7th Meeting (2024.07.29) |
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| 6th Term 8th Meeting (2024.10.25) |
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Communication between independent directors and internal auditing officers as well as CPAs on company finances and business situation (such as items discussed, means of communication, method and results, etc.):
- When an Audit Committee meeting is convened, CPAs, audit officer and relevant officers are invited to attend, respectively, and report and communicate with regards to various affairs with independent directors.
- The Audit Committee at least discuss and communicate quarterly with CPAs with regards to outcomes of quarterly financial statements review or audit and relevant laws and regulations and their applicability; the Committee also independently reviews the selection of CPAs and the audit and non-audit services provided by them annually.
- The internal audit officer performs auditing operations and regularly submits aggregated audit reports to the Audit Committee based on the annual audit plans and communicates the audit results and tracking status with members at quarterly Audit Committee meetings. The issued raised by independent directors may be replied to and communicated timely. If there is any extraordinary situation, the members of the Audit Committee shall be immediately reported to, for 2024, there was no such extraordinary situation.
The communications between the Audit Committee and internal auditing officers are good. The major communications in 2024 are summarized as follows:
| Date | Key points of the communications | Recommendations and outcomes |
|---|---|---|
| 2024.01.29 | 2023 Q4 aggregated audit report The Internal Control Systems Declaration for 2023 | No dissent |
| 2024.05.02 | 2024 Q1 aggregated audit report | No dissent |
| 2024.07.29 | 2024 Q2 aggregated audit report | No dissent |
| 2024.10.25 | 2024 Q3 aggregated audit report Approved the amendment of the “Internal Control Systems” The 2025 annual audit plan | No dissent |
In addition to the above-mentioned communication through meetings, if there are any matters that require enhanced communication regarding the implementation of internal control systems, audit results or tracking operations, the independent Directors are able to communicate with the head of internal audit through telephone, e-mail or video conference at any time to strengthen the efficiency of supervision and governance. Furthermore, matters that require enhanced communication have been effectively implemented or preventive mechanisms are in place.
The communications between the Audit Committee and CPAs are good. The major communications in 2024 are summarized as follows:
| Date | Key points of the communications | Recommendations and outcomes |
|---|---|---|
| 2024.01.29 |
| No dissent |
| 2024.05.02 |
| No dissent |
| 2024.07.29 |
| No dissent |
| 2024.10.25 |
| No dissent |