Corporate Governance

Corporate Governance

Audit Committee

Focus of the work of the Audit Committee

The Audit Committee consists of three independent directors. The Audit Committee assists the Board of Directors in fulfilling its oversight of the quality and integrity of the accounting, auditing, financial reporting, and financial control practices. The main purpose of the operation of the Audit Committee is to supervise the following matters:

  1. Fair presentation of financial statements.
  2. Hiring (dismissal), independence and performance of an attesting CPA.
  3. Effective implementation of internal controls.
  4. Comply with relevant laws and regulations.
  5. Management and control of existing or potential risks.

Professional qualifications and experience of audit committee members

Please refer to Director's resume.

NameAudit CommitteeRemuneration Committee
John ChowVV
Jiun In GuoVV
Calvin WangV(Convener)V(Convener)

Operations of the Audit Committee

  1. The term of the current members: From June 19, 2024 to June 18, 2027
  2. The Audit Committee held meetings 4 times in 2025, and 92% attendance rate for all members.
Meeting DateTermContent of proposalOpinions of independent directorsResponse to the independent director’s opinionsResults of the resolution
2025/03/31The 4th meeting of the second term
  • 2024 Business Report and Financial Statements
  • 2024 Loss make-up
  • 2024 Internal Control System Validity Evaluation and Declaration of Internal Control System
  • 2025 Appointment, remuneration and assessment of independence and competency of CPAs
  • Restrictions on employees' rights if vested conditions are not met, new stock recovery, cancellation and capital reduction matters
  • Issuance of new shares with 2023 RSA
Not applicableNot applicableApproved
2025/05/28The 5th meeting of the second termRestrictions on employees' rights if vested conditions are not met, new stock recovery, cancellation and capital reduction mattersNot applicableNot applicableApproved
2025/08/06The 6th meeting of the second term
  • Cooperate with PwC to rotate and replace the visa accountant
  • Second quarter of 2025 Financial Statements
Not applicableNot applicableApproved
2025/12/17

The 7th meeting of the second term

  • 2026 annual audit plan for internal control system
  • Restrictions on employees' rights if vested conditions are not met, new stock recovery, cancellation and capital reduction matters
Not applicableNot applicableApproved

Principles for communication between independent directors and internal audit officer

  • The company has established an Audit Committee to replace the supervisor, and the Audit Committee is composed of all independent directors.
  • The company's internal audit officer regularly conducts quarterly internal audit reports in the Audit Committee meetings every quarter. The company has fully communicated the execution status of the audit business, the improvement tracking of audit deficiencies and its results. The company's current communication situation is good.
  • Communication meetings between independent directors, internal audit officer and accountants are held at least once a year to discuss the completed internal audit and external audit opinions of the accountants, and communicate based on the deficiencies in the annual audit.
  • In addition to receiving audit reports on a monthly basis, the independent directors of the Company also have the audit officer report important business matters of the Company and its subsidiaries to the independent directors during communication meetings. The independent directors have fully communicated the execution status and results of the audit business.
  • Accountants shall participate in the Audit Committee at least every year and report to the independent directors on the results and findings of the financial statement review.
  • The company's certified accountants regularly conduct financial statement reviews or review results reports at Audit Committee meetings every quarter, as well as other communication matters required by relevant laws and regulations.
  • The company's independent directors have direct contact channels with the internal audit officer and certified accountants, and can communicate by email, phone or face-to-face as necessary; and in accordance with the regulations of the competent authority, they regularly check the company's financial and business status, and directly Communicate with management units and governance units.
  • Others: When major abnormal events occur, or matters where independent directors, audit officer and accountants deem it necessary to communicate independently, communication meetings can be held at any time from time to time.

Important highlights of the communications between independent directors and internal audit officer

DateAttendeesImportant highlights of the communications
2025/03/31Attendance of independent directors/accountants/audit officer
  • 2024/12~2025/02 audit report
  • 2024 Internal Control System Validity Evaluation
2025/05/28Attendance of independent directors/accountants/audit officer2025/03~2025/04 audit report
2025/08/06Attendance of independent directors/accountants/audit officer2025/05~2025/06 audit report
2025/12/17Attendance of independent directors/accountants/audit officer
  • 2025/07~2025/10 audit report
  • 2026 annual audit plan for internal control system

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