持續創新改善 全員追求卓越
Continuous innovation and improvement
All employees pursue excellence
第一屆審計委員會
審計委員會運作情形資訊，審計委員會之重要決議。
| 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 | LIN,YI-CHANG | 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 |
|---|---|---|---|
| 113.09.23 | 未通過本公司擬以子公司六貝發(股)公司投資開發24MW容量電廠，預計總投資額約新台幣13.39億元。 | 經全體出席委員不予通過 | 經全體委員審議後不予通過 |
| 113.08.06 | 通過113年第二季會計師核閱後並經董事長、經理人及會計主管鈐印後合併報表。 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 113.05.08 | 通過113年第一季會計師核閱後並經董事長、經理人及會計主管鈐印後合併報表。 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 113.03.14 | 通過112年度財務報表、合併財務報表與營業報告書。 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 通過本公司盈餘分配案。 | |||
| 通過本公司財務報告簽證會計師之獨立性及適任性評估案。 | |||
| 通過本公司112年度內部控制制度有效性之考核及內部控制制度聲明書。 | |||
| 通過本公司審計委員會議事運作管理作業內部控制制度及內部稽核實施細則。 |
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 | LIN,YI-CHANG | 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 |
|---|---|---|---|
| 112.11.09 | 通過112年第三季財務報表。 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 通過112年第三季財務報表會計師擬出具之核閱報告書。 | |||
| 決議通過本公司民國113年內部稽核計畫（含子公司）。 | |||
| 112.08.08 | 通過112年第二季財務報表。 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 通過112年第二季財務報表會計師擬出具之核閱報告書。 | |||
| 通過本公司擬對轉投資子公司「恒陽股份有限公司」背書保證新台幣160,000,000元。 | |||
| 112.5.11 | 通過112年第一季財務報表 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 通過112年第一季財務報表會計師擬出具之核閱報告書。 | |||
| 112.03.24 | 通過111年度財務報表及合併財務報表。 | Approved by all committee members unanimously. | Approved by all Independent Directors unanimously. |
| 通過111年度營業報告書。 | |||
| 通過因資誠聯合會計師事務內部業務調整，本公司更換財務報告簽證會計師案。 | |||
| 通過本公司盈餘分配案。 | |||
| 通過本公司簽證會計師獨立性評估案。 | |||
| 通過本公司擬預先核准簽證會計師、其事務所及事務所關係企業向本公司、母公司及子公司提供非確信服務(non-assurance services)事。 | |||
| 通過本公司112年度內部控制制度有效性之考核及內部控制制度聲明書。 |
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 | LIN,YI-CHANG | 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
