Audit Committee:

The audit committee is made of all independent directors, with independent director Yeh, Jui-Pin as the convener. The main purpose of the audit committee is to assist the board of directors in supervising the quality and integrity of the company’s accounting, auditing, financial reporting process, and financial control. A total of 5 audit committee meetings were held in 2022, with 100% attendance by independent directors. For more details, please refer to our annual report.

The Audit Committee is responsible to review the following major matters:

 Establishing or revising the internal control systems

 Assessment of the effectiveness of the internal control system

 Establish or amend “procedures for the acquisition or disposal of assets”, “Procedures for Lending Funds to Other Parties”, and “Procedures for Endorsement and Guarantee”

 The Annual Financial report and Second Quarterly Financial Report need to be audited by Certified Public Accountant

 The transactions and potential conflicts of interests involving directors

 Material asset or derivatives transactions

 Material lending funds, endorsements or guarantees

 Offering or issuance of any equity-type securities

 Hiring or dismissal of an attesting CPA, or the compensation was given thereto

 Appointment or discharge of financial, accounting, or internal auditing officers


The Communications between the Independent Directors and the Internal Auditor in the last year:

Meeting Date

Communication Summary


Audit Plan Risk Assessment and Planning of 2023

Implementation of 2022 Annual Audit Plan and Follow-up of improvement actions taken against deficiencies


 Reviewing the Internal Auditor’s report


 Reviewing the Internal Auditor’s report


 Reviewing the Internal Auditor’s report


 Self-assessment of the internal control system in 2021

 Reviewing the “Statement of Internal Control System”

 Reviewing the Internal Auditor’s report


The Communications between independent directors and the internal auditor:

On December 23, 2022, the independent directors and the internal auditor jointly reviewed the 2022 deficiencies and improvements and discussed the 2023 audit plan based on the risk assessment results. The independent directors also advised optimizing the audit report sending format.


The Communications between independent directors and the engaged Certified Public Accountant (CPA):

On December 14, 2022, the independent directors discussed the key audit matters with the engaged CPA. The independent directors also inquired about the qualification and independence of the CPA engaged to audit and attest financial statements on the same day.

Compensation Committee:

The Board appointed Mr. Yeh, Jui-Pin, Mr. Liu, Frank, Ms. Wang, Hsuan, and Mr. Lan, Jing-Yao to be the member of the Compensation Committee according to the regulations.

The Compensation Committee assists the Board in discharging its responsibilities related to compensation and benefits policies, plans, and programs, and in the evaluation and compensation of directors of the Board and executives.

The discussions and resolutions of the Compensation Committee in the last year:

Meeting date




  Managers’ 2023 compensation plan

  Managers’ Employee Stock option distribution list

Agreed by all members present


  Amendment of” Remuneration Payment Method for Directors and Functional Committee Members”

Agreed by all members present


  Compensation for new President

Agreed by all members present


  Managers’ 2022 compensation plan adjustment

  Remuneration for new Independent Directors

Agreed by all members present


  2021 performance evaluation of the CEO/President

  Managers’ 2021 promotion and salary adjustment

  Managers’ 2022 compensation plan adjustment

  Compensation for new managers

  Managers’ Employee Stock Options distribution list

Agreed by all members present