Audit Committee
Composition of Audit Committee
The audit committee is composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convener, and at least one of whom shall have accounting or financial expertise.
The Company re-elected all of its directors at the May 30, 2023 regular shareholders' meeting. The current term of the Audit Committee is composed of Independent Director Chen, Chiun Mang, Independent Director Huang, Shen-Yi and Independent Director Huang, Chin-Lin. All members of the Audit Committee have elected Independent Director Chun-Man Chen to serve as the Convener.
The current term of the committee members: May 30, 2023 to May 29, 2026.
Powers of Audit Committee
Accroding to the Audit Committee Charter of the Company, the powers of the Committee are as follows:
Audit Committee Meeting Status
The Committee meets at least once every quarter. So far, a total of 6 meetings have been held in 2023, attendance rate of the members is 94%.
Work focuses during the year include:
Matters referred to in Article 14-5 of the Securities and Exchange Act:
Members of Audit Committee
The audit committee is composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convener, and at least one of whom shall have accounting or financial expertise.
The Company re-elected all of its directors at the May 30, 2023 regular shareholders' meeting. The current term of the Audit Committee is composed of Independent Director Chen, Chiun Mang, Independent Director Huang, Shen-Yi and Independent Director Huang, Chin-Lin. All members of the Audit Committee have elected Independent Director Chun-Man Chen to serve as the Convener.
The current term of the committee members: May 30, 2023 to May 29, 2026.
Powers of Audit Committee
Accroding to the Audit Committee Charter of the Company, the powers of the Committee are as follows:
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
- Other material matters as may be required by this Corporation or by the competent authority
Audit Committee Meeting Status
The Committee meets at least once every quarter. So far, a total of 6 meetings have been held in 2023, attendance rate of the members is 94%.
Work focuses during the year include:
- Review annual and interim financial reports, the annual audit plan and amendments to internal rules and evaluate the validity of the internal control system.
- Evaluatethe independence, competence evaluation, appointment, and compensation of CPAs.
- Monitor the implementation of audit operations, the promotion of ethical corporate management and risk management and acquisitions or disposals of assets.
- Execute Audit Committee performance evaluation.
Matters referred to in Article 14-5 of the Securities and Exchange Act:
| Date of the Meeting | Important Proposals and Resolutions | The Company's Handling of the Opinions of Audit Committee |
|---|---|---|
| 2024/01/19 | －There is no resolutions related to Securities and Exchange Act §14-5－ |
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| 2024/02/23 |
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Approved without any objections or opinions and submitted it to the board for discussion and approved by all directors presented.
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Members of Audit Committee
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Convener / Chen, Chiun Mang
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Professional Qualification and ExperienceIndependent Director Chen, Chiun Mang is the CPA of Tsuna Jih Accounting Firm. She received a master's degree in Accounting from the University of North Texas, has been serving KPMG in Taiwan since 1988, and used to teach in the Department of Accounting at Tunghai University.
With almost 30 years of working experience in CPA firms, she has practical experiences and professional and technical qualifications that required certification for a national accountant qualification examination, and core capability of financial accounting, decision leadership, and industry knowledgeA as required by a board of directors.
Does not meet any descriptions stated in Article 30 of the Company Act. -
Current Positions at the Company or Other CompaniesIndependent Director and committee member of Audit Committee(convener), Remuneration Committee(convener), and committee member of Nominating Committee / Sinon Corporation
CPA / Tsuan Jih Accounting Firm
Independent Director, committee member of Audit Committee and convener of Risk Management Committee(convener) / Mingtai Insurance Co.,Ltd.
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Member / Huang, Shen-Yi
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Professional Qualification and ExperienceIndependent Director Huang, Shen-Yi is Director of Taichung Office of the CROWE (TW) CPAs. He received his master's degree in Management Sciences from Tamkang University and used to work for Pan-China (TW) CPAs, and KPMG in Taiwan. He has also taught at the Department of Accounting of National Taichung Institute of Technology (now National Taichung University of Science and Technology) and at Department of Accounting and Information Systems of Asia University.
With almost 30 years of working experience in CPA firms, he has practical experiences and professional and technical qualifications that required certification for a national accountant qualification examination, and core capability of business management, and financial accounting as required by a board of directors.
Does not meet any descriptions stated in Article 30 of the Company Act. -
Current Positions at the Company or Other CompaniesIndependent Director and committee member of Audit Committee, Remuneration Committee, and Nominating Committee / Sinon Corporation
Director of Taichung Office / CROWE(TW) CPAs
Independent Director and committee member of Audit Committee, and Remuneration Committee / Nien Made Enterprise, CO., LTD.
Committee member of Remuneration Committee / LNC Technology Co., LTD.
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Member / Huang, Chin-Lin
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Professional Qualification and ExperienceIndependent Director Huang, Chin-Lin is currently the Chairman and General Manager of Yieh Chen Machinery Co. Graduated from Tamkang University, Department of Cooperative Economics (now Department of Industrial Economics) and Chang Hwa Normal University, Department of Accounting, Master of Business Administration program. Since 1989, he has served as the General Manager of Six Star Gears Co., Ltd. - Yieh Chen Machinery Co., Ltd. He has been leading the company to become the best gear and machine manufacturer worldwide, and was honored with the "Outstanding General Manager Award in the Central Taiwan" by the Association of Enterprise Managers of Taichung City, Taiwan.
Academically, he was a part-time lecturer at National Changhua Normal University, President of Changhua Normal University Distinguished Alumni Association, Chairman of EMBA Association of Changhua Normal University, and recipient of the "Tamkang Elite 35th Golden Eagle Award" from Tamkang University.
Independent Director Huang, Chin-Lin has extensive experience in business management and is fully qualified with the necessary business, financial and accounting experience or working experience required for the company's business. He possesses experience in business management, financial accounting, leadership and decision-making, and global market perspective, which are in line with the core competencies of the Board of Directors.
Does not meet any descriptions stated in Article 30 of the Company Act. -
Current Positions at the Company or Other CompaniesIndependent Director and committee member of Audit Committee, Remuneration Committee, and Nominating Committee / Sinon Corporation
Chairman and General Manager / Yieh Chen Machinery Co., Ltd.
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