1. Member of the Audit Committee
Title |
Criteria
Name |
Professional Qualification Requirements and Work Experience |
Independent director
(convener) |
Lin, Yu-Ya |
Partner Accountant of Pey-Sheng CPAs Firm, with accounting and financial analysis and crisis management skills |
Independent director |
Renn, Jyh-Chyang |
Professor of Department of Mechanical Engineering, National Yunlin University and Consultant of Taiwan Fluid Power Association, with industry knowledge and crisis management skills |
Independent director |
Lin, Ken-Mao |
Chairman of Welldar Industrial Co., Ltd., with ability of operation management and operational judgment |
Independent director |
Huang, Yi-Wen |
Attorney-at-law of Via Justice Law Offices, with crisis management skills |
2. Main duties of the Audit Committee
A. The main function of the Audit Committee is to supervise the following matters:
(1) Fair presentation of the financial reports.
(2) The hiring (and dismissal), independence, and performance of certificated public accountants.
(3) The effective implementation of the internal control system.
(4) Compliance with relevant laws and regulations by the Company.
(5) Management of the existing or potential risks of the Company.
B. The Audit Committee is responsible for reviewing the following:
(1) The adoption of or amendments to the internal control system.
(2) Assessment of the effectiveness of the internal control system.
(3) The adoption or amendment, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
(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) The offering, issuance, or private placement of equity-type securities.
(8) The hiring or dismissal of a certified public accountant, or their compensation.
(9) The appointment or discharge of a financial, accounting, or internal audit officer.
(10) Annual financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
(11) Other material matters as may be required by this Corporation or by the competent authority.
3. Operation of the Audit Committee
A total of 6 meetings of the board of independent directors were held in 2024. The attendance of independent directors was as follows:
Title |
Name |
Attendance in Person |
By Proxy |
Attendance rate (%) |
Remark |
director |
Lin, Yu-Ya |
7 |
0 |
100% |
Convener |
director |
Renn, Jyh-Chyang |
7 |
0 |
100% |
- |
director |
Lin, Ken-Mao |
7 |
0 |
100% |
- |
|
Huang, Yi-Wen |
7 |
0 |
100% |
- |
Notes:
1. If any of the following circumstances occur, the dates of meetings of the board of independent directors, sessions, contents of motions, objections of independent directors, reservations or major proposal items, resolutions of the Audit Committee and the Company’s response to Audit Committee’s opinion should be specified:
(1) Matters referred to in Airticle14-5 of the Securities and Exchange Act:
Audit Committee meeting date |
Contents of motions |
Objections of independent directors, reservations or major proposal items |
All independents directors’ opinion and the Company’s response to independent directors’ opinion |
January 18, 2024
The tenth meeting of the audit committee of the fifth term |
Approve the statement on internal control systems of the Company. |
None |
Approved by all members of audit committee in attendance. |
March 11, 2024
The eleventh meeting of the audit committee of the fifth term |
Approve the business report and the consolidated financial statements of the Company and its subsidiaries for 2023. |
None |
Approved by all members of audit committee in attendance. |
Approve the Company’s earning distribution for 2023. |
None |
Approve the amendments to the M&A of the Company. |
None |
Approve the evaluation of the independence and the competence of the Certified Public Accountant for the audit of the financial statement of the Company. |
None |
May 13, 2024
The twelfth meeting of the audit committee of the fifth term |
Approve the capital increase of Ningbo Airtac Automatic Industrial Co., Ltd. |
None |
Approved by all members of audit committee in attendance. |
August 30, 2024
The fourteenth meeting of the audit committee of the fifth term |
Approve the consolidated financial statements of the Company and its subsidiaries for the second quarter of 2024.
|
None |
Approved by all members of audit committee in attendance. |
Approve the capital increase of Airtac (Jiangsu) Automation Co., Ltd. |
None |
Approve the amendments to the internal control systems of the Company. |
None |
November 8, 2024
The fifteenth meeting of the audit committee of the fifth term |
Approve the 2025 audit plan of the Company. |
None |
Approved by all members of audit committee in attendance. |
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None
2. If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified: None.
3. Communications between the independent directors, the Company's Chief Internal Auditor and CPAs:
(1) The supervisor of internal audit of the company regularly communicates with the members of the audit committee on the results of the audit reports and makes internal audit reports at quarterly meetings. If there are special circumstances, they will also report to the members of the audit committee immediately. There is no such special situation in 2024. The company’s audit committee communicates well with the internal audit supervisor.
Date |
Participants |
Communication with internal auditing supervisor |
Result |
January 18, 2024
|
All independent directors
Chief Audit Officer |
Review the internal audit report |
No objection. |
Review the statement on internal control systems of the Company. |
No objection and propose to approve in the board of directors. |
March 11, 2024 |
All independent directors
Chief Audit Officer |
Review the internal audit report |
No objection. |
May 13, 2024
|
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
May 30, 2024 |
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
August 30, 2024
|
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
Review the amendments to the internal control systems of the Company. |
No objection and propose to approve in the board of directors. |
November 8, 2024
|
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
Review 2025 audit plan of the Company |
No objection and propose to approve in the board of directors. |
December 30, 2024 |
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
(2) CPA needs to attend the audit committee according to the content of each meeting. The content includes reporting the results of the audit or review of the quarterly financial report, the scope and time plan of the auditing or review, as well as the circumstances of major discoveries, providing that the personnel of the firm affiliated with the certified public accountant have complied with the statement on independence in the professional code of ethics for accountants, the key audit matters that must be communicated in the financial report, and the impact of the amendment of laws and regulations on the company. If there are special circumstances, it will immediately report to the audit committee members. There is no such special situation in 2024. The company's audit committee communicates well with the certified accountant.
Date |
Participants |
Communication with CPA |
Result |
March 11, 2024
|
All independent directors
Independent Auditor,
Bo-Ren Weng
|
Discuss any review problems in the financial report of 2023. |
No objection. |
Discuss internal job adjustment of engaged certificated accountant
Review the independent and suitability of CPA. |
May 13, 2024 |
All independent directors
Independent Auditor,
Bo-Ren Weng
|
Discuss any review problems in the financial report of the first quarter in 2024. |
No objection. |
August 30, 2024
|
All independent directors
Independent Auditor,
Bo-Ren Weng
|
Discuss any review problems in the financial report of the second quarter in 2024. |
No objection. |
November 8, 2024
|
All independent directors
Independent Auditor,
Bo-Ren Weng
|
CPA explained the 2024 financial report review plan and the key audit matters of the review, and discuss the questions addressed by the participants in audit committee. |
No objection. |
Discuss any review problems in the financial report of the third quarter in 2024. |
4. The performance evaluation of the Audit Committee
The criteria for the Audit Committee performance evaluation covers 22 indicators in five aspects. The average score is 4.74 out of 5, indicating that the audit committee functions well and complies with corporate governance requirements.
Five aspects |
No. of Indicators |
Average Score |
A. Participation in the operation of the company. |
4 |
4.88 |
B. Awareness of the duties of the functional committee |
5 |
4.75 |
C. Improvement of the quality of decision made by the functional committee |
7 |
4.71 |
D. Makeup of the functional committee and election of its members.
|
3 |
4.75 |
E. Internal control. |
3 |
4.58 |