Corporate Governance

The Company’s first Audit Committee was duly established on June 19, 2013 consisted by 3 independent directors. The shareholders’ meeting re-elected in 2016 and in 2019 to increase 1 independent director for the purpose of strengthening corporate governance,and elected the independent director, Yu, Shang-Wu, to serve as the convener; therefore, there are currently 4 independent directors in the Audit Committee

On November 4, 2024, it was passed by the Audit Committee and the Board of Directors that in order to strengthen the Board of Directors' supervision of the company's risk matters, the review of risk management policies, procedures and structures and the supervision of risk management implementation were included in the terms of reference of the "Audit Committee", and changed its name to "Audit and Risk Committee".

The Committee convent meeting at least once every quarter. It is responsible for reviewing the proper presentation of the Company’s financial statements, the selection (dismissal), independence and performance of the Certified Public Accountant, the effective implementation of the Company’s internal control, the Company’s compliance with relevant laws and regulations and the Company’s control over existing or potential risks. 

Audit and Risk committee duties
(1)  To establish or modify the internal control system as prescribed in Article 14 of the Securities and Exchange Act;
(2)  To evaluate the effectiveness of the internal control system;
(3)  To establish or modify the procedures for material financial business behaviors such as acquiring or disposing assets, engaging in derivative commodity transactions, lending capital to others, endorsing or providing guarantees for others as prescribed in Article 36-1 of the Securities and Exchange Act;
(4)  Matters concerning the directors’ personal interests
(5)  Material assets or derivative commodities transactions
(6)  Material capital lending, endorsement or provision of guarantees
(7)  Offering, issuance or private placement of equity securities
(8)  Appointment, dismissal or remuneration of Certified Public Accountant
(9)  Appointment or dismissal of chief financial officer, chief accounting officer or chief audit executive
(10) Annual financial statements and semi-annual financial statements

(11)  Review risk management policies, procedures and structures and supervise the implementation of risk management
(12) Other matters required by the Company or the competent authority

For the convening of the committee meeting and the attendance rate of each member, please refer to the annual report of the shareholders meeting of the Company. 
 
Independent directors and CPAs and internal auditing officers of the Company must hold a communication meeting at least twice a year. The communication meeting was held three times in 2024. The meeting may be convened whenever a major abnormality occurs.