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.

Responsibilities of the Audit Committee”

  1. Establishing or amending internal control systems as stipulated in Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of internal control systems.”
  3. Establishment or amendment of procedures for handling significant financial transactions involving acquisition or disposal of assets, engaging in derivative trading, lending funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
  4. Involving matters related to directors’ conflicts of interest.
  5. Significant asset or derivative transactions.
  6. Significant lending of funds, endorsement, or provision of guarantees.
  7. Raising, issuing, or privately placing equity securities.
  8. Appointment, dismissal, or compensation of signing accountants.
  9. Appointment or dismissal of financial, accounting, or internal audit executives.
  10. The annual financial report signed or stamped by the Chairman, executives, and accounting chief, and the second-quarter financial report requiring verification by the accountant’s signature.
  11. Other significant matters as stipulated by other companies or regulatory authorities.

Key Focus Areas for 2023

  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.

Audit Committee Situation

  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. As of December 21, 2023, in this term, 11 meetings have been held, and the attendance of committee members at these meetings has been as follows: 11 meetings to date.
Title Name Actual attendance in person By proxy Attendance rate (%) Note
Convener Chang, Chia-Hsing 11 0 100%  
Member Lin, Yu-Sheng 10 1 100%  
Member Huang, Lan-Ying 10 1 100%

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
111-06-24
  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
111-07-07
  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
111-08-11
  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
111-11-10
  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
111-12-21
  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
112-03-15
  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
112-05-11
  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
112-06-12
  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
112-08-10
  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
112-11-09
  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
112-12-21
  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

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

  • The independent directors of the company hold a quarterly meeting, with the accountant participating every six months; the internal audit manager attends the meeting quarterly. Meetings can be called at any time in case of significant abnormal matters.
  • Communication between independent directors and accountants: Following the second quarter and at the end of the fiscal year, accountants report and exchange information with independent directors on the following topics:
    1. Scope and method of audit or review.
    2. Review of quarterly financial reports or annual audit results.
    3. Responsibilities and independence of the signing accountant.
    4. Significant regulatory updates.
    5. Other issues.
  • Communication between independent directors and internal audit chiefs.
    1. Regularly attend audit committee meetings to report on the execution of audit operations.
    2. Regularly submit reports on current audit issues.
    3. Communicate directly as needed through means such as email, phone calls, etc.
    4. Other agenda items.

Summary of communication between independent directors and internal audit chiefs and accountants

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
111-12-21 Communication Meeting Report on Audit Activities for November 2022. Unqualified Opinion Not Applicable
112-01-06 EMAIL Audit Report for December 2022. Unqualified Opinion Not Applicable
112-02-07 EMAIL Audit Report for Januray 2023. Unqualified Opinion Not Applicable
112-03-06 EMAIL Audit Report for February 2023. Unqualified Opinion Not Applicable
112-04-07 EMAIL Audit Report for March 2023. Unqualified Opinion Not Applicable
112-05-05 EMAIL Audit Report for April 2023. Unqualified Opinion Not Applicable
112-05-11 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for January to April 2023. Unqualified Opinion Not Applicable
112-06-06 EMAIL Audit Report for May 2023. Unqualified Opinion Not Applicable
112-07-12 EMAIL Audit Report for June 2023. Unqualified Opinion Not Applicable
112-08-08 EMAIL Audit Report for July 2023. Unqualified Opinion Not Applicable
112-09-06 EMAIL Audit Report for August 2023. Unqualified Opinion Not Applicable
112-10-06 EMAIL Audit Report for September 2023. Unqualified Opinion Not Applicable
112-11-02 EMAIL Audit Report for October 2023. Unqualified Opinion Not Applicable
112-12-06 EMAIL Audit Report for November 2023. Unqualified Opinion Not Applicable
112-12-21 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
113-01-08 EMAIL Audit Report for December 2023. Unqualified Opinion Not Applicable
113-02-02 EMAIL Audit Report for Januray 2024. Unqualified Opinion Not Applicable
113-03-04 EMAIL Audit Report for February 2024. Unqualified Opinion Not Applicable
113-03-12 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for December 2024 to February 2025. Unqualified Opinion Not Applicable