Audit Committee
To enhance the supervisory functions and strengthen management capabilities, the Company's shareholders' meeting elected four independent directors on May 28, 2024. In accordance with the Securities and Exchange Act, the Board of Directors has established an Audit Committee under the Board. The Audit Committee is composed of all independent directors. The main purposes of the Audit Committee's operations are to oversee the fair presentation of the Company's financial statements, the selection/dismissal, independence, and performance of the certified public accountants, the effective implementation of the Company's internal controls, compliance with relevant laws and regulations, and the management of existing or potential risks faced by the Company.
Key focus areas of the Audit Committee in 2024
--Review of financial reports.
--Review of internal control systems and related policies and procedures.
--Review of the effectiveness of internal control systems.
--Review of legal compliance.
--Review of material assets or derivative transactions.
--Review of derivative financial instruments and cash investment situations.
--Review of fundraising or issuance of securities.
--Review of related-party transactions and potential conflicts of interest involving managers and directors.
--Review of the appointment, dismissal, and independence of certified public accountants.
--Review of the appointment or dismissal of financial, accounting, or internal audit supervisors.
--Performance of the Audit Committee's duties.
--Self-assessment questionnaires on Audit Committee performance.
--Review of internal control systems and related policies and procedures.
--Review of the effectiveness of internal control systems.
--Review of legal compliance.
--Review of material assets or derivative transactions.
--Review of derivative financial instruments and cash investment situations.
--Review of fundraising or issuance of securities.
--Review of related-party transactions and potential conflicts of interest involving managers and directors.
--Review of the appointment, dismissal, and independence of certified public accountants.
--Review of the appointment or dismissal of financial, accounting, or internal audit supervisors.
--Performance of the Audit Committee's duties.
--Self-assessment questionnaires on Audit Committee performance.
The Audit Committee meets at least once per quarter.
Current term: 2024/05/28 to 2027/05/27
| Name | Role | Education & Experience | Current Position |
|---|---|---|---|
| Pei-Wei Chen |
Convener & Independent Director |
|
|
| Shui-Ming Chuang | Independent Director |
|
|
| Sheue-Rong Lin | Independent Director |
|
|
| Jou-Kou Wang | Independent Director |
|
|
Audit Committee Meeting Attendance
| Role | Name | Meetings Attended | Attendance Rate (%) | Remarks |
|---|---|---|---|---|
| Chair | Pei-Wei Chen | 5 | 100.00% | Re-elected on 2024/5/28 |
| Member | Bo-Hsiung Lai | 3 | 100.00% | Re-elected on 2024/5/28 |
| Member | Shui-Ming Chuang | 5 | 100.00% | Re-elected on 2024/5/28 |
| Member | Sheue-Rong Lin | 5 | 100.00% | Re-elected on 2024/5/28 |
| Member | Jou-Kou Wang | 2 | 100.00% | Newly appointed on 2024/5/28 |
Additional Notes
I. If the Audit Committee experiences any of the following situations, details must be disclosed, including meeting date, session number, agenda items, independent directors' objections, reservations, or major recommendations, the resolution results, and how the Company addressed the Committee's opinions.
1. Matters listed in Article 14-5 of the Securities and Exchange Act – see the table below.
2. Other matters not approved by the Audit Committee but passed by more than two-thirds of all directors – see the table below.
1. Matters listed in Article 14-5 of the Securities and Exchange Act – see the table below.
2. Other matters not approved by the Audit Committee but passed by more than two-thirds of all directors – see the table below.
Additional Notes
I. Matters under Article 14-5 of the Securities and Exchange Act:
| Date | Agenda Items | Article 14-5 of the Securities and Exchange Act |
Not Approved by Audit Committee but Passed by ≥ 2/3 of Board |
|---|---|---|---|
| 2024/01/30 |
|
Compliant
|
None |
| 2024/03/11 |
2.2023 Business Report and Financial Statements. 3.2023 Loss Appropriation Table. 4.CPA Independence and Competence Evaluation. 5.Partial amendments to Audit Committee Charter. |
Compliant
|
None |
| 2024/05/10 |
2.2024 Pre-approved General Principles for Non-assurance Services. |
Compliant
|
None |
| 2024/08/09 |
2.Change of Chief Accounting Office |
Compliant
|
None |
| 2024/11/05 |
2.New Internal Control System and Audit Implementation Rules for “Sustainability Information Management.” 3.2025 Annual Audit Plan. 4.Amendment to strategic alliance agreement for oncolytic virus drug OBP-301 (Telomelysin) with Oncolys BioPharma, Japan. |
Compliant
|
None |
II. Execution of Recusal by Independent Directors for Related-party Proposals:The disclosure shall include the names of the independent directors, the content of the proposals, the reasons for recusal, and their voting status. No such cases occurred.