Audit Committee
Audit Committee Members
The Audit Committee of the Company consists of 3 independent directors. The Audit Committee is established to assist the Board of Directors in overseeing the quality and integrity of the company’s processes related to accounting, audit, financial reporting, and financial controls. The professional qualifications and experiences of the members are as follows:
Committee Duties
Authority matters listed in Article 6 of the “Audit Committee Charter” of the Company:
1. Establishing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of internal control systems.
3. Establishing or amending procedures for significant financial transactions, including acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving directors’ personal conflicts of interest.
5. Significant asset or derivative transactions.
6. Significant loans, endorsements, or guarantees of funds.
7. Raise, issue, or privately place equity securities.
8. Appointment, dismissal, or remuneration of CPA.
9. Appointment or removal of financial, accounting, or internal audit officers.
10. Audit of the annual financial report stamped by the chairman, managers, and accounting officer.
11. Significant matters stipulated by other companies or regulatory authorities.
Summary of Annual Focus Areas for the Audit Committee
The main topics reviewed by the Audit Committee in recent years include:
1. Financial report review
Reviewing internal control systems and related policies and procedures
Significant asset transaction
Significant endorsements and guarantees
Issuance of corporate bonds and private placement of securities
Status of cash investments
Regulatory compliance
Whether the manager and the directors have related party transactions and possible conflicts of interest
Information security
Corporate risk management
Qualifications, independence, and performance evaluation of CPA
Appointment and Remuneration of CPA
Appointment or removal of financial, accounting, or internal audit officers
Performance of Audit Committee responsibilities
Audit Committee performance evaluation self-assessment questionnaire
Audit Committee Operations
The Audit Committee held a total of 7 meetings in 2023.
Communication between independent directors and internal audit officer, CPA on an individual basis
In 2023, the internal audit officer, independent directors, and the CPA held a separate communication meeting on May 2, 2023. During the meeting, recommendations made by the independent directors, including the reinforcement of internal audit personnel and enhancement of quantitative auditing, were discussed. The internal audit office will proceed with the recommendations to effectively implement management improvements in the company’s operations.
The summary of the communication is as follows:
The communication of Audit Committee responsibilities with CPA
l The independent directors and the CPA of the Company engage in quarterly communication regarding the review or audit results of the company’s financial statements. Through communication, consensus is reached on relevant matters, and the communication process is deemed satisfactory.
l The CPA periodically provides explanations and communicates with the independent directors regarding updates on relevant regulations, as well as whether legislative amendments impact accounting treatment and other considerations.
l Summary of communication between the Audit Committee and the CPA:
The communication of Audit Committee responsibilities with audit officer
l The internal audit office submits audit reports to independent directors for review every month. Additionally, the audit manager reports significant audit findings to each independent director during quarterly Audit Committee meetings. Communication between the company’s Audit Committee and the internal audit manager is satisfactory.
l The communication of Audit Committee responsibilities with internal audit officer:
