Audit Committee

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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:

  1. The fair presentation of the Company’s financial statements.

  2. The selection, dismissal, independence, and performance of the certified public accountants (CPAs).

  3. The effective implementation of the Company’s internal control system.

  4. The Company’s compliance with applicable laws and regulations.

  5. The control of the Company’s existing or potential risks.

Convener and Chairperson: Chen Chun- Chi
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
Member: Chou Tsang-Hsien
Date of election (Inauguration)TermAcademicPosition
2025/05/262028/05/25Jilin 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
Member: WANG LIN-HUI
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
Member: CHEN YANG LIN
,
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 Overview: 2022–2025

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

TitleNameMeetings AttendedBProxiesAttendance Rate【B/A】Remarks
Convener and Chairperson (1st Term)Huang Ming-You20100% 
MemberLin Wen Yuan20100% 
MemberChou Tsang-Hsien20100% 
MemberChen Chun- Chi20100% 
Average attendance rate100% 
TitleNameMeetings AttendedBProxiesAttendance Rate【B/A】Remarks
Convener and Chairperson (2nd Term)Chen Chun- Chi50100% 
MemberChou Tsang-Hsien50100% 
MemberWANG LIN-HUI50100% 
MemberCHEN YANG LIN50100% 
Average attendance rate100% 

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Summary of the Company’s 2025 Business Plan and Financial Budget Proposal.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Proposal for the appropriation of the Company’s loss for fiscal year 2024.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Proposal to amend the Company’s Articles of Incorporation.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Assessment of the independence and competence of the certifying CPA.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Proposal for the Statement on Internal Control System for the year 2024.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 recommendation of Independent Director Mr. Chen Yang-Lin to appoint Mr. Chen Chun-Chih as the Chairperson, and with the seconding of the other independent directors, the proposal was unanimously approved 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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

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 consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

2025/11/10

The 5th meeting of the 2nd

Proposal for the Company to extend a loan of NT$10,000,000 to related party AROKO ARCHITECTURE CO., Ltd.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Review of the Company’s consolidated financial statements for the third quarter of 2025.

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

Proposed Investment in the Establishment of a Subsidiary

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.

2026 Annual Audit Plan

Upon consultation by the Chair with all attending Audit Committee members, the proposal was unanimously approved without objection.

The proposal will be submitted to the Board of Directors for resolution.

The proposal was approved as presented by all attending directors.