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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. |
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.
| 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 | 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
sixth Term: June 1, 2022 – May 31, 2025
seventh Term: May 26, 2025 – May 25, 2028
Title | Name | Meetings Attended【B】 | Proxies | Attendance Rate【B/A】 | Remarks |
Convener and Chairperson (sixth Term) | Huang Ming-You | 2 | 0 | 100% |
|
Member | Lin Wen Yuan | 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 (seventh Term) | Chen Chun-Chi | 2 | 0 | 100% | |
Member | WANG LIN-HUI | 2 | 0 | 100% | |
Member | CHEN YANG LIN | 2 | 0 | 100% | |
Average attendance rate | 100% | ||||
Remuneration Committee Meeting Date | Meeting Session | Proposal Content | Remuneration Committee Resolution Result | Company’s Response to the Remuneration Committee’s Opinion |
2025/03/11 | The 7th Meeting of the 6th Term | Report items only; no discussion items. | None. | None. |
2025/04/11 | The 8th Meeting of the 6th Term | Deliberation on the proposal for distribution of employee compensation and directors’ remuneration for the year 2024. | The proposal was approved with unanimous consent of all committee members. | The proposal was submitted to the Board of Directors for discussion and was approved as proposed. |
Ratification of the remuneration for the Company’s managerial officers. | The proposal was approved with unanimous consent of all committee members. | The proposal was submitted to the Board of Directors for discussion and was approved as proposed. | ||
2025/05/26 | The 1st Meeting of the 7th Term | Election of the Convener and Chairperson of the 7th Term Remuneration Committee. | For the current term, upon nomination by Committee Member Mr. CHEN YANG LIN and with unanimous consent of all attending members as confirmed by the Chairperson, Mr. Chen Chun-Chi was elected as Convener and Chairperson. | None. |
2025/08/08 | The 2rd Meeting of the 7th Term | Review of the Company’s “Performance Evaluation and Compensation Management Guidelines for Directors and Managers” is submitted for discussion. | The proposal was approved with unanimous consent of all committee members. | The proposal was submitted to the Board of Directors for discussion and was approved as proposed. |
The appointment of the Company’s managerial officer is submitted for ratification. | Upon review by the Chairperson and all attending committee members, the implementation was found to be in compliance with the regulations and was unanimously approved without objection. | The proposal was submitted to the Board of Directors for discussion and was approved as proposed. |
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:
Implementation of corporate governance
Development of an environmentally sustainable framework
Promotion of social welfare
Enhancement of corporate sustainability information disclosure
| 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 |
| 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. |
| Date of election (Inauguration) | Term | Academic | Position |
|---|---|---|---|
| 2025/05/26 | 2028/05/25 | EMBA, National Chi Nan University
Chief Executive Officer, Shanghai Jichuang Sports Management Co., Ltd. General Manager, Shanghai Aoyuan Sports Management Co., Ltd. |
Chief Executive Officer, the Company |
Operational Status in 2023
Operational Status in 2024
Operational Status in 2025
(January 1, 2025 – May 25, 2025: 1 meeting held; May 26, 2025 – present: 1 meeting held; a total of 2 meetings held (A))
first Term: June 1, 2022 – May 31, 2025
(The Sustainability Development Committee was established on November 9, 2023. Its term is aligned with that of the Board of Directors.)
second Term: May 26, 2025 – May 25, 2028
Title | Name | Meetings Attended【B】 | Proxies | Attendance Rate【B/A】 | Remarks |
Convener and Chairperson | Huang Ming-You | 1 | 0 | 100% |
|
Member | Lin Wen Yuan | 1 | 0 | 100% |
|
Member | Hsieh Kuo-Tong | 0 | 0 | 0% | Leave of Absence |
Member | HSU,CHUN-CHI | 1 | 0 | 100% |
|
Member | Li Yi-Chuan | 1 | 0 | 100% |
|
Member | Huang Ming-You | 0 | 0 | 0% | Leave of Absence |
Average attendance rate | 67% |
| |||
Title | Name | Meetings Attended【B】 | Proxies | Attendance Rate【B/A】 | Remarks |
Convener and Chairperson | Chen Chun-Chi | 2 | 0 | 100% | |
Member | Chou Tsang-Hsien | 2 | 0 | 100% | |
Member | WANG LIN-HUI | 2 | 0 | 100% | |
Member | CHEN YANG LIN | 2 | 0 | 100% | |
Member | HSU,CHUN-CHI | 1 | 0 | 50% | |
Member | LIN,YUNG-CHUN | 1 | 0 | 50% | |
Average attendance rate | 83.34% | ||||
Sustainability Development Committee Meeting Date | Meeting Session | Proposal Content | Sustainability Development Committee Resolution Result | Company’s Response to the Sustainability Development Committee’s Opinion |
2025/01/15 | The 3th Meeting of the 1st Term | Report items only; no discussion items. | None. | None. |
2025/05/26 | The 1st Meeting of the 2nd Term | Election of the Chairperson of the Sustainability Development Committee.。 | Upon the nomination by Independent Director Mr. CHEN YANG LIN for Mr. Chen Chun-Chi to serve as Chairperson, and with the proposal seconded by the remaining independent directors, the motion was unanimously approved without objection. | None. |
2025/08/08 | The 2rd Meeting of the 2nd Term | The Company’s 2024 Sustainability Report is submitted for discussion. | Upon inquiry by the Chairperson, the proposal was unanimously approved by all attending members of the Sustainability Development Committee without objection. The resolution will be submitted to the Board of Directors for discussion and approval. | The proposal was submitted to the Board of Directors and approved as presented. |
Home / Governance /Functional Committees / Communication Between Independent Directors and the Chief Auditor and CPA
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.
2025 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 | ||
2025/01/15 Audit Committee | Independent Director Huang Ming-You Independent Director Lin Wen Yuan Independent Director Chou Tsang-Hsien Independent Director Chen Chun-Chi | Report on Audit Execution as of December 2024 | The Company’s independent directors had no objections regarding the execution and effectiveness of audit operations. | – | – |
2025/03/11 Audit Committee | Independent Director Huang Ming-You Independent Director Lin Wen Yuan Independent Director Chou Tsang-Hsien Independent Director Chen Chun-Chi | 1. Report on Audit Execution as of February 2025 2. Statement on Internal Control System for the Year 2024 | 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. 2024 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 2024. 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. |
2025/05/13 | Independent Director Huang Ming-You Independent Director Lin Wen Yuan Independent Director Chou Tsang-Hsien Independent Director Chen Chun-Chi | Report on Audit Execution as of April 2025 | The Company’s independent directors had no objections regarding the execution and effectiveness of audit operations. | – | – |
2025/08/08 Audit Committee | Independent Director Chen Chun-Chi Independent Director WANG LIN-HUI Independent Director CHEN YANG LIN Chief Auditor Cai Pei-xiu | Report on Audit Execution as of June 2025 | The Company’s independent directors had no objections regarding the execution and effectiveness of audit operations. | – | – |
Spokesperson
General Counsel / HSU,CHUN-CHI
Equity Manager / Kelly Lo
Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw
Email: auditcommittee@trkmall.com.tw