The Company’s Audit Committee is established in order to assist the Board of Directors in fulfilling its job duties for supervising the fair presentation of the Company's financial statements, appointment (dismissal) and independence and performance of CPAs, effective implementation of the Company's internal control, the Company's compliance with relevant laws and regulations, and control over the Company's existing or potential risks.

Professional Qualification and Experience of Audit Committee Members

The Company's existing Audit Committee consists of 3 independent directors, including one female independent director. For the implementation of the diversity policy, Independent Director Su-Ming Lin with the financial accounting background is appointed to serve as the convener and meeting chair of the Committee.

Annual Key Tasks of Audit Committee

The Audit Committee has convened a total of 5 meetings in 2024, in order to supervise the review on the following matters executed by the Company in accordance with the Charters of Audit Committee and Article 14-5 of the Securities and Exchange Act:

1. Adoption of or amendments to the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment on the effectiveness of the internal control system.
3. Adoption of or amendment to the Procedures for the Acquisition or Disposal of Assets, Engagement in Derivative Transactions, Loaning of Funds to Others, Endorsement or Guarantee for Others, and Procedures for Significant Financial Business Acts in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. Offering, issuance or private placement of equity-type securities.
8. The appointment or dismissal of, or compensation to, a certified public accountant.
9. Appointment and dismissal of financial, accounting or internal auditing officers.
10. Annual financial reports signed or sealed by the Chairman, a manager or an accounting officer, and financial reports ended June 30 audited and attested by a certified public accountant (CPA).
11. Other important matters regulated by the Company or the competent authority.

Review on financial reports

Among said business report, financial statements, and earnings distribution proposal prepared by the Board of Directors, the financial statements have been audited by PwC Taiwan appointed by the Company, and an external auditor’s report was issued accordingly. Said business report, financial statements, and earnings distribution proposal are also reviewed by the Audit Committee are considered to be in conformity with laws and regulations.

Assessment on the effectiveness of the internal control system

Audit Committee reviews the regular reports issued by the Company’s internal audit department, CPAs and management, in order to assess the effectiveness of the Company's internal control system policies and procedures (including financial, operating, risk management, information security and legal compliance control measures, etc.). Audit Committee believes that the Company's risk management and internal control systems are effective and the Company has adopted necessary control mechanism to correct and supervise any misconduct.

Attendance of Audit Committee Members

Audit Committee has convened a total of 5(A) meetings in 2024. The members’ attendance at the meetings is specified as following:

Operation of Audit Committee

The information about Audit Committee meetings in 2024:

Policy on Communication between Independent Directors and Internal Auditing Officer and CPAs

The Company's internal auditing officer regularly presents the internal audit report at the Audit Committee meeting on a quarterly basis, and fully communicates the audit implementation status, audit the followup on deficiencies and improvement, and results thereof.

The Company’s external auditors audit the annual and quarterly financial statements or review the result reports, as well as any other matters to be communicated under related laws and regulations, regularly at the Audit Committee meetings on a quarterly basis.

The Company regularly convenes the meeting with independent directors, internal auditing officer and external auditors to have the internal auditing officer and external auditors report the audit operations, annual planning, financial statements and annual audit planning to the independent directors separately.

The Company’s independent directors and internal auditing officers may have the access to contact external auditors directly, and may also communicate with them via email, phone or face-to-face meeting, if necessary. Meanwhile, they shall audit the Company’s financial and business overview regularly per the competent authority’s requirements and communicate with the management and governance units directly.

Communication between Independent Directors and Internal Auditing Officer and CPAs