Corporate Governance

Audit Committee

Audit Committee

Information on Audit Committee Members

The members of the Audit Committee of the first term are Independent Director Chang, Chia-Hsing, Lin, Yu-Sheng, and Chang, Lan-Ying. Their service term started from June 16, 2022 and ends on June 15, 2025, which is the same as the service term of the Board of Directors of the current term.One member shall be elected as the convener and meeting chair by and from among the entire membership of the audit committee.

Information of the members of the Audit Committee:

Title Name Professional qualification and experience
Convener Chang, Chia-Hsing

Bachelor’s degree, Department of Public Finance, National Chengchi University

EMBA , National Chiao Tung University

Clerk of credit extension/credit investigation, Taichung regional center, CTBC Bank

Assistant Manager, Underwriting Department, Grand Cathay Securities Corporation

Manager, Underwriting Department, Masterlink Securities Corp. Senior Commissioner, Operation Management Office, Darwin Precisions Co., Ltd.

Executive Director/Chief Financial Officer/Spokesperson, Global Material Science Taiwan Co. Ltd.

Supervisor, ACULA Technology Corp.

Instructor of Industrial Technology Graduate Program, Feng Chia University

Instructor of Corporate Leader Program, Asia University, Taiwan

Chairman of Tong Hsin Chi Yuan Management Consulting Co., Ltd.

Chairman of Dingcheng Investment Co., Ltd.

Independent Director/member of the Salary and Remuneration

Committee/Audit Committee of Niching Industrial Corporation

Independent Director/member of the Salary and Remuneration Committee/Audit Committee of Axman Enterprise Co., Ltd.
Member Lin, Yu-Sheng

Bachelor’s degree, Department of Economics, National Chengchi University

Master of Business, St. Louis University

LL.M., National Chengchi University

Master of Business, National Taiwan University

Chairman of Taishin Investment Development Co., Ltd.

ViceVice President of Taishin Leasing and Financing Co., Ltd.

Securities Analyst of Taishin Securities Investment Consulting Co., Ltd.

Representative of juristic director and supervisor/Supervisor of He Sheng Energy Co., Ltd.

Representative of juristic director and supervisor/Director of IIH Biomedical Venture Fund I Co., Ltd.

Representative of juristic director and supervisor/Director of Tetanti Agribiotech Inc.
Member Huang, Lan-Ying

Bachelor’s degree, Department of Economics, Fu Jen Catholic University MBA, Cleveland State University

DBA (majored in international enterprise), Nova Southeastern University

Independent Director/Member of Salary and Remuneration Committee of SDI Corporation

Financial Commissioner of Fila Hong Kong

Operations of the Audit Committee

The Company establishes the Audit Committee that consists of all independent directors in accordance with laws and regulations. At least one meeting will be held in a quarter, and the meeting may be convened anytime if necessary.

Ⅰ. Annual Work Priorities

  1. Communicate the audit report result with the internal audit officer on a regular basis based on the annual audit plan.
  2. Communicate with the CPAs of the Company on the financial statements or the audit result on a regular basis.
  3. Review the financial reports.
  4. Assess the effectiveness of the internal control system.
  5. Review the appointment, discharge, remuneration and services of CPAs.
  6. Review assets, derivatives, regulations for loans to others and endorsement/guarantee, and significant transactions of assets, loans to others, and endorsement/guarantee.
  7. Compliance with Regulations.

Ⅱ. Implementation Status

  1. The Audit Committee of our company consists of 3 members.
  2. The term of office for this committee: From June 16, 2022, to June 15, 2025.
  3. The attendance of committee members for the year 2024 is as follows:
Title Name Expected Attendance Actual Attendance By proxy Attendance Rate (%) Note
Convener Chang, Chia-Hsing 3 3 0 100%  
Member Lin, Yu-Sheng 3 3 0 100%  
Member Huang, Lan-Ying 3 3 0 100%

The summaries of each audit committee meeting are as follows:

Date of Meeting Agenda content Resolution of the Audit Committee The Company’s response to these opinions
2022-06-24
  1. Proposed nomination for the convener of the inaugural Audit Committee.
  2. CPA Professional Fees.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-07-07
  1. Adjustment of head of department.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-08-11
  1. The 2022 Q2 financial statements and Audit Report of the Company.
  2. Serve as the joint guarantor for the bank line of credit for the subsidiary.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-11-10
  1. Financial statements for the third quarter of the fiscal year 2022 of our company.
  2. The Company plans to provide loans to subsidiary Shian Yih (Dongguan) Electronic Industry Co., Ltd. and Dongguan Ke Sheng Optics and Photoelectric Co., Ltd.
  3. Bank credit for subsidiary Chian Yih Optotech Co., Ltd.
  4. Short-term borrowing to subsidiary Chian Yih Optotech Co., Ltd.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-12-21
  1. Audit Plan for the Year 2023.
  2. Financial Forecast and Operational Plan for the Year 2023.
  3. Amendment to the internal control system and procedure.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-03-15
  1. Business Report and Financial Statements for the Fiscal Year 2022.
  2. Profit Distribution Plan for the Fiscal Year 2022.
  3. Issuance of the "Internal Control Statement for the Fiscal Year 2022".
  4. Establishment of general principles for the pre-approval policy of non-assurance services.
  5. Revision of Chapter 01 General Provisions of the Internal Control System.
  6. Revision of the "Corporate Governance Practices Guidelines" and "Budget Management Regulations".
  7. Newly established "Regulations on Preventing Insider Trading".
  8. Evaluation of the independence and suitability of the auditors.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-05-11
  1. The financial statement for the first quarter of 2023 for our company.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-06-12
  1. Appointment of Corporate Governance Officer Case.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-08-10
  1. Second Quarter 2023 Financial Statements and Auditor's Review Report Case.
  2. Appointment of New Chief Information Security Officer Case.
  3. Establishment of Operating Procedures for the Audit Committee Case.
  4. Amendment of Board Meeting Regulations Case.
  5. Revision of Organizational Regulations and Operating Procedures of the Compensation Committee.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-11-09
  1. Third Quarter 2023 Financial Statements and Auditor's Review Report Case.
  2. Loans to Subsidiaries Dongguan Shian Yih Electronics and Dongguan Kesheng Optoelectronics Case.
  3. Renewal of Citibank's Credit Facility Case.
  4. Appointment as Guarantor for Subsidiaries' Bank Credit Facilities Case.
  5. Purchase of Directors' and Officers' Liability Insurance Case.
  6. Bank Credit Facility for Subsidiary Chian Yih Optoelectronic Technology Co., Ltd. Case.
  7. Short-term Loan for Subsidiary Chian Yih Optoelectronic Technology Co., Ltd. Case.
The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-12-21
  1. 2024 Audit Plan Operation Case.
  2. 2024 Financial Forecast and Operational Plan Case.
  3. Establishment of Information Security Policy and Management Measures Case.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-03-12
  1. The company's 2023 annual business report and financial statements.
  2. The company's 2023 earnings distribution plan.
  3. The company's issuance of the "2023 Internal Control Statement."
  4. The company's appointment of auditors for the 2024 financial statements and the evaluation of their independence and suitability.
  5. Revisions to the "Board Meeting Rules" and the "Audit Committee Charter."
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-05-09
  1. The company's financial statements for the first quarter of 2024.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-06-12
  1. Auditor's Fee Review Case.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity

Organizational Rules of the Audit Committee (2024-03-12 The board of directors passed the amendment.)

Communication between Independent Directors, the Chief Internal Auditor, and the Accountants

Communication methods between independent directors and internal audit managers and accountants

  1. The independent directors of the company regularly communicate with the management and the auditors regarding the company’s financial status, the design of the internal control system, and the effectiveness of its implementation. Additionally, at least once a year, they hold a separate meeting with the auditors without the presence of general directors and management. The auditors report their observations and review results concerning financial, accounting, and internal control systems to the independent directors and may provide suggestions.
  2. The company’s internal audit department regularly reports and communicates with the board of directors and the audit committee regarding deficiencies in the internal control system and the status of corrective actions. The head of the audit department holds at least one separate meeting or email communication with the independent directors each year to discuss issues related to the internal control system.

Communication between the independent directors of the company and the accountants is good. The summary of the main communication topics is as follows:

Date Communication Method Communication Content Independent Director's Opinion Processing Execution Result
111-08-11 Communication Meeting
  1. 2022 Second Quarter Review Report.
  2. Significant Regulatory Updates.
 Unqualified Not Applicable
112-03-15 Communication Meeting
  1. Independence of auditors.
  2. Responsibility of auditors for auditing financial statements.
  3. Types of audit opinions issued.
  4. Scope of the audit.
  5. Audit findings.
  6. Principal effects of Auditing Standard No. 315.
  7. Significant updates to accounting standards or interpretations, regulatory requirements, and tax laws.
 Unqualified Not Applicable
112-08-10 Communication Meeting
  1. Review Report for the Second Quarter of 2023.
  2. Significant Regulatory Updates.
 Unqualified Not Applicable
112-11-09 Communication Meeting
  1. Review Report for the Third Quarter of 2023.
  2. Annual Audit Planning.
  3. Significant Regulatory Updates.
 Unqualified Not Applicable
113-03-12 Communication Meeting
  1. Review Report for the Fourth Quarter of 2023.
  2. Significant Regulatory Updates.
 Unqualified Not Applicable

The communication between the independent directors of the company and the internal audit chief is good. The summary of the main communication topics is as follows:

Date Communication Method Communication Content Independent Director's Opinion Execution Result
2022-12-21 Communication Meeting Report on Audit Activities for November 2022. Unqualified Opinion Not Applicable
2023-01-06 EMAIL Audit Report for December 2022. Unqualified Opinion Not Applicable
2023-02-07 EMAIL Audit Report for Januray 2023. Unqualified Opinion Not Applicable
2023-03-06 EMAIL Audit Report for February 2023. Unqualified Opinion Not Applicable
2023-04-07 EMAIL Audit Report for March 2023. Unqualified Opinion Not Applicable
2023-05-05 EMAIL Audit Report for April 2023. Unqualified Opinion Not Applicable
2023-05-11 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for January to April 2023. Unqualified Opinion Not Applicable
2023-06-06 EMAIL Audit Report for May 2023. Unqualified Opinion Not Applicable
2023-07-12 EMAIL Audit Report for June 2023. Unqualified Opinion Not Applicable
2023-08-08 EMAIL Audit Report for July 2023. Unqualified Opinion Not Applicable
2023-09-06 EMAIL Audit Report for August 2023. Unqualified Opinion Not Applicable
2023-10-06 EMAIL Audit Report for September 2023. Unqualified Opinion Not Applicable
2023-11-02 EMAIL Audit Report for October 2023. Unqualified Opinion Not Applicable
2023-12-06 EMAIL Audit Report for November 2023. Unqualified Opinion Not Applicable
2023-12-21 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for May to November 2023, including the Audit Plan for 2023. Unqualified Opinion Not Applicable
2024-01-08 EMAIL Audit Report for December 2023. Unqualified Opinion Not Applicable
2024-02-02 EMAIL Audit Report for Januray 2024. Unqualified Opinion Not Applicable
2024-03-04 EMAIL Audit Report for February 2024. Unqualified Opinion Not Applicable
2024-03-12 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for December 2024 to February 2025. Unqualified Opinion Not Applicable
2024-04-08 EMAIL Audit Report for March 2024. Unqualified Opinion Not Applicable
2024-05-03 EMAIL Audit Report for April 2024. Unqualified Opinion Not Applicable
2024-06-12 EMAIL Audit Report for May 2024. Unqualified Opinion Not Applicable
2024-07-05 EMAIL Audit Report for June 2024. Unqualified Opinion Not Applicable