Corporate Governance

Corporate Governance

Audit Committee

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:

  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

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

Meeting
Date
Proposal Summary of Proposals
2026/01/14

1
2

Proposal for the Company’s 2026 Business Plan Summary and Financial Budget.
Proposal for the Company to participate in the cash capital increase of its subsidiary, TAROKO ARCHITECTURE CO.,Ltd.
2026/03/111
2
3
4
5
6
7
8

Proposal for the Company to extend a loan to its subsidiary, LU HSIN Co., Ltd.
The Company’s 2025 financial statements, consolidated financial statements, and business report are hereby submitted for review.
Proposal for the appropriation of profit or loss for 2025.
Proposal for the earnings distribution for 2025.
Proposal for the evaluation of the independence and competence of the Company’s certifying CPAs.
Proposal to change the Company’s certifying CPAs for financial statements starting from the first quarter of 2026.
Proposal for the reappointment of the Company’s certifying CPAs for the 2026 financial statements.
Proposal for the Company’s 2025 Internal Control System Statement.

2026/04/081
2
Proposal for the allocation of employee compensation and directors’ remuneration for 2025.
Proposal for the Company to extend a loan to its subsidiary, TAROKO US CORPORATION.
2026/05/131
2
3

Review of the Company's Consolidated Financial Statements for the First Quarter of 2026.
Proposed extension of a loan to the subsidiary, LU HSIN Co., Ltd.
Proposed extension of a loan to the subsidiary, TAROKO Co., Ltd. .

   
   
   
   
   

Remuneration Committee

Home / Governance / Audit Committee / Remuneration Committee

The Board of Directors of the Company has approved the establishment of the Remuneration Committee. The members of the Committee are appointed by resolution of the Board. The primary duties of the Committee are to periodically review the performance evaluation and compensation policies, systems, standards, and structures for directors, supervisors, and managerial officers, and to submit its recommendations to the Board of Directors for discussion.

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: 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

Operational Status in 2022
Operational Status in 2023
Operational Status in 2024
Operational Status in 2025

sixth Term: June 1, 2022 – May 31, 2025
seventh Term: May 26, 2025 – May 25, 2028

Meeting
Date
ProposalSummary of Proposals
2026/01/14

1

Proposal to ratify the promotion and remuneration adjustments of the Company’s appointed managerial officers.
2026/03/111
2

Proposal to review the project-based performance bonuses for managerial officers related to the Company’s 2025 shopping mall operating rights transfer project.
Proposal to adjust the remuneration of the Company’s appointed managerial officers.

2026/04/081Proposal to allocate employee compensation and directors’ remuneration for 2025, submitted for review.
2026/05/131

Proposed adjustment to the compensation of the Chairman and appointed managerial officers for deliberation.

   
   
   
   
   

Sustainability Development Committee

Home / Governance / Functional Committees / Sustainability Development Committee

The Company established the Sustainability Development Committee on November 9, 2023, and adopted the Sustainability Best Practice Principles. The Committee is authorized by the Board of Directors to address economic, environmental, and social issues arising from the Company’s operational activities, and is responsible for reporting the implementation status to the Board.

The primary purpose of the Committee’s operations is to guide the execution of the following key areas:

1. Implementation of corporate governance

2.Development of an environmentally sustainable framework

3.Promotion of social welfare

4.Enhancement of corporate sustainability information disclosure

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
Member: HSU,CHUN-CHI
,
Date of election (Inauguration) Term Academic Position
2025/05/26 2028/05/25 Master’s Degree, EMBA – International Business Program, National Taiwan University
Bachelor’s Degree in Mechanical Engineering, Chinese Culture University
Representative of Corporate Director, Dahan International Development Co., Ltd.
Member: Wei Hung Chen

,

Date of election (Inauguration)TermAcademicPosition
2026/01/142028/05/25

EDepartment of Law, Taipei University
Senior Legal Specialist, Taroko Development Co., Ltd.
Deputy Legal Manager, Chuan Hong Enterprise Co., Ltd.
Legal Specialist, Yilan Food Industry Co., Ltd.

TRK Corporation. Deputy General Manager, Chief Legal Officer and Sustainability Director

Operational Overview

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

Meeting
Date

Meeting

Session

Summary of Proposals
2026/01/14

1

Report items only; no discussion items.
2026/05/131

Report items only; no discussion items.

   
   
   
   
   
   
   

Communication Between Independent Directors and the Chief Auditor and CPA

Home / Governance /Functional Committees / Communication Between Independent Directors and the Chief Auditor and CPA

Communication Between Independent Directors and the Chief Auditor

1. Composition and Meeting Frequency of the Audit Committee:
The Company established the Audit Committee on June 1, 2022. The Committee is composed entirely of independent directors. Meetings are held at least once per quarter and may be convened at any time as necessary.

2. Communication Between Independent Directors and the Chief Auditor:

(1) The Chief Auditor may directly contact independent directors as needed. Communication has been smooth and effective.

(2) A monthly electronic report summarizing the audit findings and the status of corrective actions from the previous month is submitted to independent directors for review. If independent directors have any questions or instructions, they communicate via phone, email, or in person. In the event of any significant violations or whistleblower cases involving directors, the matter is reported to independent directors immediately.

(3) During regular Audit Committee meetings, the Chief Auditor reports key audit activities to the independent directors, responds to their inquiries, and strengthens risk control measures as instructed. The execution and effectiveness of audit tasks have been thoroughly communicated.

Communication Between Independent Directors and External Auditors

  • Regular Communication – The external auditors communicate with the Audit Committee following their review and audit of the annual financial statements to report on the results of their procedures.
  • Ad Hoc Communication – Meetings are arranged as needed to discuss specific matters related to operations, internal controls, or other issues requiring immediate attention.

Summary of Communication

2026 Communication Between Independent Directors, Chief Auditor, and Certifying CPA

Meeting Date

Attendees

Communication with Chief Auditor

Communication with Certifying CPA

Matters Discussed

Discussion Outcome

Matters Discussed

Discussion Outcome

2026/01/14

Audit Committee

Independent Director Chen Chun-Chi

Independent Director Chou Tsang-Hsien Independent Director WANG LIN-HUI

Independent Director CHEN YANG LIN

Chief Auditor Cai Pei-xiu

Report on Audit Execution as of December 2025

The Company’s independent directors had no objections regarding the execution and effectiveness of audit operations.

2026/03/11

Audit Committee

Independent Director Chen Chun-Chi

Independent Director Chou Tsang-Hsien Independent Director WANG LIN-HUI

Independent Director CHEN YANG LIN

Chief Auditor Cai Pei-xiu
CPA Wang Fang-yu (PwC Taiwan)

Assistant Manager Yu Ya-hsuan

(PwC Taiwan)

 

1.       Report on Audit Execution as of February 2026

2.       Statement on Internal Control System for the Year 2025

1. The Company’s independent directors had no objections regarding the execution and effectiveness of audit operations.

2. Internal audit did not identify any material issues that would affect the effectiveness of the design and implementation of the internal control system.

The proposal was approved as presented with unanimous consent of all attending independent directors.

1.       2025 Financial Statements(Auditor’s opinion on the financial statements)

2.       Materiality, Adjusting Entries, and Unadjusted Entries Identified in the Audit

3.       Other Matters Communicated with Those Charged with Governance

4.       Total Fees Paid to the Auditor for Audit and Non-Audit Services

1.       Unqualified Opinion

2.       Acknowledged and reviewed the adjustment items for the year 2025.

3.       No violations of relevant regulations affecting the independence of the firm were identified. No instances of fraud or non-compliance with laws and regulations were found. No significant deficiencies in internal control were identified.

4.       Acknowledged.

2026/04/08

Audit Committee

Independent Director Chen Chun-Chi

Independent Director Chou Tsang-Hsien Independent Director WANG LIN-HUI

Independent Director CHEN YANG LIN

Chief Auditor Cai Pei-xiu

Attended meetings only; no report items were presented.

Attended meetings only; no report items were presented.

2026/05/13
Audit Committee

Independent Director Chen Chun-Chi

Independent Director Chou Tsang-Hsien Independent Director WANG LIN-HUI

Independent Director CHEN YANG LIN

Chief Auditor Cai Pei-xiu

Report on Audit Execution as of April 2026

The Company’s independent directors had no objections regarding the execution and effectiveness of audit operations.

Corporate Governance Contact

Spokesperson
General Counsel / Hsu Yung-Chang

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

Reporting and Complaint Mailbox

Email: jessie.li@trkmall.com.tw