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Home / Governance / Functional Committees / Audit Committee
To enhance the supervisory function of the Board of Directors and strengthen its governance mechanism, the Company established the Audit Committee on June 1, 2022.
The Audit Committee is composed entirely of independent directors, with at least one member possessing expertise in accounting or finance. The term of office for the independent directors serving on the committee is three years, and they are eligible for reappointment.
The Company’s Audit Committee is composed of four independent directors. The primary purpose of the Committee’s operations is to oversee the following matters:
The fair presentation of the Company’s financial statements.
The selection, dismissal, independence, and performance of the certified public accountants (CPAs).
The effective implementation of the Company’s internal control system.
The Company’s compliance with applicable laws and regulations.
The control of the Company’s existing or potential risks.
| Date of election (Inauguration) | Term | Academic | Position |
|---|---|---|---|
| 2025/05/26 | 2028/05/25 | School of Management, National Sports University Master of Major League Baseball, Secretary General of Major League Baseball Fu Bang Tiangjiang, Director of Professional Baseball Team |
Association Chairman of Zhongliu Cultural and Economic Association |
| Date of election (Inauguration) | Term | Academic | Position |
|---|---|---|---|
| 2025/05/26 | 2028/05/25 | Jilin University, Ph.D., Taipei University, Master of Law, Vice Chairman of the Commercial Regulation Committee of Commerce of the Republic of China | Partner of Taiwan Yuanheng Law Firm, Partner of Shanghai Quanya Law Firm, Chief Legal Officer of Guangqun Laser Group |
| Date of election (Inauguration) | Term | Academic | Position |
|---|---|---|---|
| 2025/05/26 | 2028/05/25 | Department of Law, National Taiwan University | Director of Taifeng Investment Co., Ltd. Director of Taipei City University of Science and Technology |
| Date of election (Inauguration) | Term | Academic | Position |
|---|---|---|---|
| 2025/05/26 | 2028/05/25 | Master of Business Administration, National Chengchi University
Director, Deputy General Manager and Spokesperson, Taroko Fiber Co., Ltd. Director, Taroko Construction Co., Ltd. Deputy General Manager, Alexander Construction Co., Ltd. National Taiwan University Refined Advanced Management and Practice Workshop China Productivity Center Management Consultant Class |
Mengya Enterprise Management Consulting Co., Ltd. Senior Consultant |
Operational Status in 2022
Operational Status in 2023
Operational Status in 2024
Operational Status in 2025
First Term: June 1, 2022 – May 31, 2025
Second Term: May 26, 2025 – May 25, 2028
| Title | Name | Meetings Attended【B】 | Proxies | Attendance Rate【B/A】 | Remarks |
| Convener and Chairperson (1st Term) | Huang Ming-You | 2 | 0 | 100% | |
| Member | Lin Wen Yuan | 2 | 0 | 100% | |
| Member | Chou Tsang-Hsien | 2 | 0 | 100% | |
| Member | Chen Chun- Chi | 2 | 0 | 100% | |
| Average attendance rate | 100% | ||||
| Title | Name | Meetings Attended【B】 | Proxies | Attendance Rate【B/A】 | Remarks |
| Convener and Chairperson (2nd Term) | Chen Chun- Chi | 4 | 0 | 100% | |
| Member | Chou Tsang-Hsien | 4 | 0 | 100% | |
| Member | WANG LIN-HUI | 4 | 0 | 100% | |
| Member | CHEN YANG LIN | 4 | 0 | 100% | |
| Average attendance rate | 100% | ||||
Audit Committee Meeting Date | Meeting Session | Proposal Content | Audit Committee Resolution Result | Company’s Response to the Audit Committee’s Opinion |
2025/01/15 | The 23th meeting of the 1st | Proposal for the Company to provide an endorsement and guarantee of NT$30,000,000 for its subsidiary TAROKO ENTERTAINMENT CO. LTD. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. |
Summary of the Company’s 2025 Business Plan and Financial Budget Proposal. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
2025/03/11 | The 24th meeting of the 1st | Proposal for the Company to provide an endorsement and guarantee of NT$25,000,000 for its subsidiary LU HSIN Co., Ltd. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. |
Proposal to adjust the Company’s equity interest in the capital increase of its U.S. subsidiary, Taroko US Corporation. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal to discontinue the private placement of common shares through a cash capital increase previously approved at the 2024 Annual General Shareholders’ Meeting. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Review of the Company’s 2024 financial statements, consolidated financial statements, and business report. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal for the appropriation of the Company’s loss for fiscal year 2024. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal to amend the Company’s Articles of Incorporation. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Assessment of the independence and competence of the certifying CPA. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal for the reappointment of the certifying CPA for the Company’s 2024 financial statements. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal for the Statement on Internal Control System for the year 2024. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
2025/05/26 | The 1st meeting of the 2nd | Election of the Chairperson of the Audit Committee. | Upon the nomination by Independent Director Mr. Yang-Lin Chen for Mr. Chun-Chih Chen to serve as Chairperson, and with the proposal seconded by the remaining independent directors, the motion was passed without objection. | The proposal was approved as presented by all attending directors. |
2025/06/09 | The 2nd meeting of the 2nd | Proposal for the Company to provide a loan to its subsidiary, LU HSIN Co., Ltd. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. |
Proposal for the Company to acquire the operating assets and liabilities of the hot stone spa business from its wholly owned subsidiary, TAROKO ENTERTAINMENT CO. LTD. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal for the Company to invest in the establishment of a subsidiary in Guam. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
2025/06/19 | The 3rd meeting of the 2nd | Proposal for the Company to provide a loan of NT$15,000,000 to related party YA CHEN Development Co.,Ltd. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. |
Discussion and pre-approval of non-assurance services to be provided by the certifying CPA, its firm, and affiliated entities to the Company and its subsidiaries. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
Proposal for the Company to enter into a terms agreement for the disposal of shopping mall operating rights. | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. | ||
2025/08/08 | The 4th meeting of the 2nd | Review of the Company’s Consolidated Financial Statements for the Second Quarter of 2025″ | Upon the nomination by Independent Director Mr. Lin Wen Yuan for Mr. Huang Ming-You to serve as Chairman, and seconded by Independent Director Mr. Chen Chun-Chi, the proposal was unanimously approved by all attending directors without objection. | The proposal was approved as presented by all attending directors. |