持續創新改善 全員追求卓越
Continuous innovation and improvement
All employees pursue excellence
The First Audit Committee
Audit Committee operation status information, major resolutions of the Audit Committee
- FY2025 Audit Committee
- FY2024 Audit Committee
- FY2023 Audit Committee
- FY2022 Audit Committee
- Audit Committee Performance Evaluation Results
| Title | Name | Attendance in person(B) | Attendance by proxy | Attendance rate in person(%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent Director | LIEU,DER-MING | 0 | 100 | 任期111年6月24日~114年6月23日 | |
| Independent Director | HUANG,LAI-FU | 0 | 100 | 任期111年6月24日~114年6月23日 | |
| Independent Director | 林億彰 | 0 | 100 | 任期111年6月24日~114年6月23日 |
- On May 11, 2022, the board approved the “Audit Committee Charter” as a reference to establish the Audit Committee to supervise the fair expression of the Company’s financial statements, the selection or dismissal of certified public accountants (CPAs) and assessment of their independence and performance, effective implementation of the internal control, and legal compliance of the Company, as well as to control the inherent and potential risks.
- The 1st Audit Committee was established on June 24, 2022 to replace the duties and functions of Supervisors. The Audit Committee consists of three independent directors as the ex officio members.
- Current Audit Committee marks the 1st term of office, and the Committee was re-elected to accompany the newly elected BoD on June 24, 2022. Three independent directors are elected as the Committee members, including Mr. Der-Ming Lieu, Mr. Lai-Fu Huang and Mr. Yi-Chang Lin both are equipped with professions in accounting or finance, while Mr. Der-Ming Lieu was elected to convene the Committee and served as the Chairperson of Committee meetings. The tenure is for three years from June 24, 2022 to June 23, 2025, the same termination date as the end of the current BoD term.
The date of the meeting, session, content of the motion, opinions expressed by all independent directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:
- Matters specified in Article 14-3 of the Securities and Exchange Act:
All independent directors had attended the audit committee meetings and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection in FY2022 and as of the date of annual report's publication.
- Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
- Execution of independent directors’ avoidance of motions in conflict of interests:
No avoidance of motions in conflict of interests was reported.
| Date of Resolution | Summary of Resolution | Resolution result | Opinion of Independent Directors and Company’s Response |
|---|---|---|---|
| 114.05.06 |
|
Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 114.03.11 |
|
Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
Audit Committee Charter Download
| Title | Name | Attendance in person(B) | Attendance by proxy | Attendance rate in person(%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent Director | LIEU,DER-MING | 4 | 0 | 100 | 任期111年6月24日~114年6月23日 |
| Independent Director | HUANG,LAI-FU | 4 | 0 | 100 | 任期111年6月24日~114年6月23日 |
| Independent Director | 林億彰 | 4 | 0 | 100 | 任期111年6月24日~114年6月23日 |
- On May 11, 2022, the board approved the “Audit Committee Charter” as a reference to establish the Audit Committee to supervise the fair expression of the Company’s financial statements, the selection or dismissal of certified public accountants (CPAs) and assessment of their independence and performance, effective implementation of the internal control, and legal compliance of the Company, as well as to control the inherent and potential risks.
- The 1st Audit Committee was established on June 24, 2022 to replace the duties and functions of Supervisors. The Audit Committee consists of three independent directors as the ex officio members.
- Current Audit Committee marks the 1st term of office, and the Committee was re-elected to accompany the newly elected BoD on June 24, 2022. Three independent directors are elected as the Committee members, including Mr. Der-Ming Lieu, Mr. Lai-Fu Huang and Mr. Yi-Chang Lin both are equipped with professions in accounting or finance, while Mr. Der-Ming Lieu was elected to convene the Committee and served as the Chairperson of Committee meetings. The tenure is for three years from June 24, 2022 to June 23, 2025, the same termination date as the end of the current BoD term.
The date of the meeting, session, content of the motion, opinions expressed by all independent directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:
- Matters specified in Article 14-3 of the Securities and Exchange Act:
All independent directors had attended the audit committee meetings and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection in FY2022 and as of the date of annual report's publication.
- Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
- Execution of independent directors’ avoidance of motions in conflict of interests:
No avoidance of motions in conflict of interests was reported.
| Date of Resolution | Summary of Resolution | Resolution result | Opinion of Independent Directors and Company’s Response |
|---|---|---|---|
| 2024.11.11 | Approved the Company's Q3 2024 financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved the CPA's proposed review report for the Company's Q3 2024 financial statements. | |||
| Approved the addition of the internal control system and internal audit implementation rules for 'Sustainability Information Management Operations.' | |||
| Approved the Company's 2025 internal audit plan (including subsidiaries). | |||
| Approved amendments to the approval authority for 'accounting vouchers and accounting documents.' | |||
| 2024.09.23 | Not approved: The Company's proposed investment in a 24MW power plant development project through its subsidiary Liubeifa Co., Ltd., with a total planned investment of approximately NT$1.339 billion. | Not approved by all members present. | Not approved after deliberation by all committee members. |
| 2024.08.06 | Approved the Company's Q2 2024 consolidated financial statements, reviewed by the CPA and signed by the chairman, managing officers, and chief accountant. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 2024.05.08 | Approved the Company's Q1 2024 consolidated financial statements, reviewed by the CPA and signed by the chairman, managing officers, and chief accountant. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 2024.03.14 | Approved the Company's 2023 financial statements, consolidated financial statements, and business report. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved the Company's earnings distribution proposal. | |||
| Approved the independence and suitability assessment of the Company's certified public accountant for financial reporting. | |||
| Approved the assessment of the effectiveness of the Company's 2023 internal control system and the internal control statement. | |||
| Approved the internal control system and internal audit implementation rules for the operation and management of the Audit Committee. |
Audit Committee Charter Download
| Title | Name | Attendance in person(B) | Attendance by proxy | Attendance rate in person(%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent Director | LIEU,DER-MING | 4 | 0 | 100 | 任期111年6月24日~114年6月23日 |
| Independent Director | HUANG,LAI-FU | 4 | 0 | 100 | 任期111年6月24日~114年6月23日 |
| Independent Director | 林億彰 | 4 | 0 | 100 | 任期111年6月24日~114年6月23日 |
- On May 11, 2022, the board approved the “Audit Committee Charter” as a reference to establish the Audit Committee to supervise the fair expression of the Company’s financial statements, the selection or dismissal of certified public accountants (CPAs) and assessment of their independence and performance, effective implementation of the internal control, and legal compliance of the Company, as well as to control the inherent and potential risks.
- The 1st Audit Committee was established on June 24, 2022 to replace the duties and functions of Supervisors. The Audit Committee consists of three independent directors as the ex officio members.
- Current Audit Committee marks the 1st term of office, and the Committee was re-elected to accompany the newly elected BoD on June 24, 2022. Three independent directors are elected as the Committee members, including Mr. Der-Ming Lieu, Mr. Lai-Fu Huang and Mr. Yi-Chang Lin both are equipped with professions in accounting or finance, while Mr. Der-Ming Lieu was elected to convene the Committee and served as the Chairperson of Committee meetings. The tenure is for three years from June 24, 2022 to June 23, 2025, the same termination date as the end of the current BoD term.
The date of the meeting, session, content of the motion, opinions expressed by all independent directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:
- Matters specified in Article 14-3 of the Securities and Exchange Act:
All independent directors had attended the audit committee meetings and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection in FY2022 and as of the date of annual report's publication.
- Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
- Execution of independent directors’ avoidance of motions in conflict of interests:
No avoidance of motions in conflict of interests was reported.
| Date of Resolution | Summary of Resolution | Resolution result | Opinion of Independent Directors and Company’s Response |
|---|---|---|---|
| 2023.11.09 | Approved the Company's Q3 2023 financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved the CPA's proposed review report for the Company's Q3 2023 financial statements. | |||
| Approved the Company's 2024 internal audit plan (including subsidiaries). | |||
| 2023.08.08 | Approved the Company's Q2 2023 financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved the CPA's proposed review report for the Company's Q2 2023 financial statements. | |||
| Approved the Company's endorsement and guarantee of NT$160,000,000 for the reinvested subsidiary HENG YANG Co., Ltd. | |||
| 2023.05.11 | Approved the Company's Q1 2023 financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved the CPA's proposed review report for the Company's Q1 2023 financial statements. | |||
| 2023.03.24 | Approved the Company's 2022 financial statements and consolidated financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved the Company's 2022 business report. | |||
| Approved the replacement of the Company's certified public accountant for financial reporting due to internal business adjustments at PwC Taiwan. | |||
| Approved the Company's earnings distribution proposal. | |||
| Approved the independence assessment of the Company's certified public accountant. | |||
| Approved the Company's pre-approval for non-assurance services provided by the CPA, their firm, and related entities to the Company, parent, and subsidiaries. | |||
| Approved the assessment of the effectiveness of the Company's 2023 internal control system and the internal control statement. |
Audit Committee Charter Download
| Title | Name | Attendance in person(B) | Attendance by proxy | Attendance rate in person(%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent Director | LIEU,DER-MING | 2 | 0 | 100 | 任期111年6月24日~114年6月23日 |
| Independent Director | HUANG,LAI-FU | 2 | 0 | 100 | 任期111年6月24日~114年6月23日 |
| Independent Director | 林億彰 | 2 | 0 | 100 | 任期111年6月24日~114年6月23日 |
- On May 11, 2022, the board approved the “Audit Committee Charter” as a reference to establish the Audit Committee to supervise the fair expression of the Company’s financial statements, the selection or dismissal of certified public accountants (CPAs) and assessment of their independence and performance, effective implementation of the internal control, and legal compliance of the Company, as well as to control the inherent and potential risks.
- The 1st Audit Committee was established on June 24, 2022 to replace the duties and functions of Supervisors. The Audit Committee consists of three independent directors as the ex officio members.
- Current Audit Committee marks the 1st term of office, and the Committee was re-elected to accompany the newly elected BoD on June 24, 2022. Three independent directors are elected as the Committee members, including Mr. Der-Ming Lieu, Mr. Lai-Fu Huang and Mr. Yi-Chang Lin both are equipped with professions in accounting or finance, while Mr. Der-Ming Lieu was elected to convene the Committee and served as the Chairperson of Committee meetings. The tenure is for three years from June 24, 2022 to June 23, 2025, the same termination date as the end of the current BoD term.
The date of the meeting, session, content of the motion, opinions expressed by all independent directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:
- Matters specified in Article 14-3 of the Securities and Exchange Act:
All independent directors had attended the audit committee meetings and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection in FY2022 and as of the date of annual report's publication.
- Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
- Execution of independent directors’ avoidance of motions in conflict of interests:
No avoidance of motions in conflict of interests was reported.
| Date of Resolution | Summary of Resolution | Resolution result | Opinion of Independent Directors and Company’s Response |
|---|---|---|---|
| 2022.11.11 | Approved FY2022 Q3 financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved CPA audit report of FY2022 Q3 financial statements. | |||
| 2022.08.10 | Approved FY2022 Q2 financial statements. | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| Approved CPA audit report of FY2022 Q2 financial statements. | |||
| Approved the company intends to endorse and guarantee NT$160,000,000 to the reinvested subsidiary “HENG YANG Co., Ltd.”. | |||
| Resolved amendments to level of authorization for business units. | |||
| Resolved amendments to annual plan of auditing. | |||
| Resolved to subscribe to cash capital increase of QMN through indirect investment. | |||
| Resolved to subscribe to cash capital increase of QCG through indirect investment. |
Audit Committee Charter Download
