Corporate Governance

Corporate Governance

Audit Committee

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On June 1, 2011, the Company established an Audit Committee in order to enhance the Board’s oversight responsibilities and strengthen the Board’s management mechanism. The Audit Committee consists of all independent directors, at least one of whom should have accounting or financial expertise. The term of office of the independent directors on the Committee is three years, and they are eligible for re-election.

Committee member: Wen Yuan Lin
Date of election (Inauguration) Term Academic Position
2022/06/01 2025/05/31 Department of Water Conservancy, Tamkang University,
Master of Civil Engineering Research Institute, Hawaii State University,
Vice Chairman of the State-run Association of the Ministry of Economic Affairs,
Chairman of Taiwan Electric Power,
Chairman of Taiwan Automobile and Power Coexistence (Shares) Company,
Chairman of China Steel Group,
Chairman of Taiwan Styrene Industry Co., Ltd
Chairman of Dongsen Television Business Co., Ltd.,
Chairman of Ethereal Hotel Co., Ltd.,
Independent Director of Kaohsiung Bank,
independent director of Lejia Renewable Technology Co., Ltd.,
Director of Nanhe Xingshan Co., Ltd.,
Director of Ronggang Material Technology Co., Ltd.,
Director of United Renewable Energy Co., Ltd

Committee member: Huang Ming- You

,

Date of election (Inauguration) Term Academic Position
2022/06/01 2025/05/31 Soochow University Business School Deputy Director of PWC United Accounting Firm
Vice Chairman of PWC Enterprise Management Consulting (Shares) Company, Vice Chairman of Zicheng Enterprise Management Consulting (Shares),
the first second director of the National Federation of Certified Public Accountants of the Republic of China,
the second supervisor of Zhicheng Accounting Firm, accountant
Chairman of Transcon Investment Consulting Co., Ltd.,
Chairman of Transcong Want Want Investment Co., Ltd.,
Independent Director of Herun Enterprise (shares) Company,
Independent Director of Zhaohe Electronics (shares) Company,
Director of Zhonghe Wool Industry (shares) Company,
Director of Nangang Tire Co., Ltd.,
Director of Bole Film Co., Ltd.,
Director of Xinyan Venture Stock Co., Ltd.,
Director of Crazy Show Co., Ltd
Supervisor of Lejia Regeneration Technology Co., Ltd

Committee: Chen Chun- Chi
Date of election (Inauguration) Term Academic Position
2022/06/01 2025/05/31 Master's degree from the School of Management, National Sports University,
Secretary General of Major League Baseball,
Fu Bang Tiangjiang, Director of the Professional Baseball Team, Secretary General
Taiwan Aboriginal Baseball Sports Development Association,
Chairman of the Zhongliu Cultural and Economic Association

Committee member: Chou Tsang- Hsien
Date of election (Inauguration) Term Academic Position
2022/06/01 2025/05/31 Ph.D. from Jilin University,
Master of Laws from Taipei University,
Vice Chairman of the Commercial Regulation Committee of the National Federation 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

Annual Work Focus and Operation

Home / Governance / Audit Committee / Annual Priorities and Operations

Annual Highlights:

The Audit Committee of the Company consists of four Independent Directors and the main purpose of the operation of the Committee is to oversee the following matters:

(1) The proper expression of the company’s financial statements.
(2) Selection (dismissal) for the independence and performance of CPA.
(3) Effectiveness implementation of the company’s internal control.
(4) To ensure company complies with relevant laws and regulations.
(5) To manage existing or potential risks of the company.

Operational Conditions

Job Title

Name

Attendance Rate B

Attendance by proxy
Frequency

Actual Attendance Rate [B/A]

remark

Commissioner

Wen Yuan Lin

4

0

100%

Convenor and Chairman

Huang Ming- You

4

0

100%

Commissioner

Chou Tsang- Hsien

3

0

75%

Commissioner

Chen Chun- Chi

4

0

100%

Average Attendance

94%

Operation Situation:

Audit Committee Date Duration of the meeting Content of the motion Outcome of the Audit Committee Handling of the Board's opinions
111/06/01
The first time of the first term
Election of the Chairman of the Audit Committee
Upon the proposal of Mr. Wen Yuan Lin, the independent director, Mr. Huang Ming-You as the chairman, and after being seconded by the independent director, Mr. Chen Chun- Chi, the directors present approved it without objection
Not Applicable
111/07/07
The first session is the second term
The Company intends to increase the Taipei Arena Pulley Park and Catering Investment Case B

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
111/08/08
The third of the first term
The Company's consolidated financial statements for the second quarter of 2022 are submitted for review.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
Revised the Administrative Measures for the Company's Financial Statement Preparation Process

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
Amendments to the Company's accounting system

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
111/11/10
The fourth of the first term
The Company's consolidated financial statements for the third quarter of 2022 are submitted for review.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
The Company's 2023 Annual Internal Audit Plan

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
Revise the Company's internal control self-assessment procedures.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
112/01/16
The fifth time of the first term
Summary of the Company's 2023 fiscal business plan and financial budget.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
112/03/06
The sixth of the first term
The Company intends to invest in the purchase of securities shares of Bowen (code: 8462), a listed company.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
112/03/23
The seventh of the first term
The Company's 2022 annual financial statements and business reports are submitted for review.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
The Company's 2022 annual loss allowance.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
112/05/11
The eighth of the first term
The Company's consolidated financial statements for the first quarter of 2023 are submitted for review.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
The company intends to loan funds to Taroko Haohao Yule Co., Ltd. case.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
The Company intends to lend funds to American Village Co., Ltd.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
Decided on the second and third repurchase of treasury shares in 2021 years to transfer employees.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable
112/06/26
The ninth of the first term
The Company intends to invest in the establishment of a subsidiary in the United States.

1. After the chairman consulted the opinions of all members attending the audit, it was passed without objection.
2. The case will be submitted to the Board of Directors for discussion and resolution

Not Applicable

Except for the matters mentioned in the preceding paragraph, other matters that have not been approved by the Audit Committee and have been resolved with the approval of at least two-thirds of all the directors: None.

Download the Articles of Association of the Audit Committee

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Articles of Association of the Audit Committee

Communication with Independent Directors

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Communication between Independent Directors and Head of Internal Audit:

(1) The Head of Internal Audit is able to communicate directly with the Independent Directors as and when required。

(2) The Company submits a monthly summary report on the status of the previous month's audit and improvement tracking in an electronic form to the Independent Directors for their review.

(3) The Head of Internal Audit reports to the Independent Directors on the highlights of the audit work at the regular meetings of the Audit Committee.

The main communication matters are as follows:

Date Duration of the meeting Situation Results
2022/08/08 The third of the first term
Audit Committee
Audit business execution report for the second quarter of 2022. No comments
2022/11/10 The fourth of the first term
Audit Committee
Audit business execution report for the third quarter of 2022.

The Company's 2023 internal audit plan.

No comments

All members present have no opinions, and the discussion is adopted

2023/01/16 The fifth time of the first term
Audit Committee
Audit business execution report for the fourth quarter of 2022. No comments
2023/03/23 The sixth of the first term
Audit Committee
Audit business execution report for the first quarter of 2023. No comments

 

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