Committee
The annual work focus and authority of the audit committee.
- Fair presentation of the financial reports of the Company
- The hiring or dismissal, independence of certificated public accountants and their performance.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management and control of the existing or potential risks of the Company.
- Adoption or amendment of an internal control system pursuant to Article 14-1 of the Act.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
- A matter bearing on the personal interest of a director.
- A material asset or derivatives transaction.
- A material monetary loan, endorsement, or provision of guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of an attesting CPA, or the compensation given thereto.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
- Any other material matter so required by the Company or the competent authority.
Audit Committee
A. Our company’s Audit Committee was established on November 5, 2021, and is composed of three independent directors. The Audit Committee aims to assist the Board of Directors in overseeing the quality and integrity of the company’s accounting, auditing, financial reporting processes, and financial controls. The professional qualifications and experience of the members are as follows:Name | Professional Qualifications And Experience |
Independent Director Hung-Chi Li (Convener) | M.B.A., George Washington University, USA. He is now the CEO of Quantum International Corp. and the convener of the Company’s Audit Committee and Remuneration Committee. He has more than 22 years of experience in finance, securities, finance, and investment related fields, with insight into corporate governance, financial analysis, and industry development |
Independent Director Chi-Tsung Huang | Bachelor, Department of Mechanical Engineering, Tatung University. He is now Chairman and President of Apex Health Care Mfg., Inc., and is a member of the Company’s Audit Committee and Remuneration Committee. He has over 32 years of experience in industrial operations, with more than 5 years of experience in Commerce, Finance and otherwise necessary for the Business of the Company, and the ability to conduct corporate governance, finance, commerce, marketing and industry-related operational planning, operation and management practices. |
Independent Director Yi-Hung Chou | Bachelor, School of Medicine, Taipei Medical University. He is now Academic Vice President of Yuanpei University of Medical Technology, Chair Professor of Department of Medical Imaging and Radiology Technology, Adjunct Professor of School of Medicine, National Yang Ming Chiao Tung University, and a member of the Company’s Audit Committee and Remuneration Committee. He has over 18 years of academic research experience in medical imaging and radiology technology, and specializes in academic research on medical imaging and radiology technology. He has over 5 years of professional qualification as a lecturer or above in a public or private college or university with a department related to the Company’s business. |
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) |
Independent Director | Hung-Chi Li | 8 | 0 | 100% |
Independent Director | Chi-Tsung Huang | 8 | 0 | 100% |
Independent Director | Yi-Hung Chou | 8 | 0 | 100% |
Scope of duties of the Remuneration Committee
The Remuneration Committee aims to assist the Board of Directors in assessing the salary levels of company directors and executives in relation to the company’s operational performance. By carrying out the following duties, proposals will be submitted to the Board of Directors for discussion and resolution, and at least two meetings shall be held annually:
A. Periodically reviewing this Charter and making recommendations for amendments
B. Establishing and periodically reviewing the performance assessment standards, annual and long-term
performance goals, and the policies, systems, standards, and structure for the compensation of the directors,
and managerial officers of the Company.
C. Periodically assessing the degree to which performance goals for the directors, and managerial officers of the
Company have been achieved, setting the types and amounts of their individual compensation based on the
results of the reviews conducted in accordance with the performance assessment standards.
The term of office for this committee is from November 5, 2021 to November 4, 2024. According to the organization regulations of the Remuneration Committee of this company, the members of this committee shall be appointed by the Board of Directors, and the number of members shall be three, with a majority of the members being independent directors. The committee shall elect one independent director as the convener and chairman of the meeting. As of December 31, 2022, four meetings have been held, and the attendance of the committee members is as follows:
The term of office of the current committee members: November 5, 2021 to November 4, 2024. In the most recent year (2022), the Remuneration Committee met 4 times (A). The qualifications and attendance of the members are as follows:
Title | Name | Attendance in Person (B) | By Proxy | Attendance rate (%) (B/A) (Note) |
Independent Director Convener | Hung-Chi Li | 4 | 0 | 100% |
Independent Director | Chi-Tsung Huang | 4 | 0 | 100% |
Independent Director | Yi-Hung Chou | 4 | 0 | 100% |
Note: The actual attendance (%) was calculated based on the number of meetings and the actual number of attendances
during his term.
Communications between the independent directors, the Company’s chief internal auditor and CPAs:
A. Communication between independent directors and chief internal auditor:
- The independent directors of the Company and the chief internal auditor shall meet regularly at least once a quarter and submit the audit report and deficiency tracking report for the previous month by the end of each month to report on the implementation status of the Company’s annual audit plan and the improvement of internal control deficiency tracking; a meeting may be convened at any time in case of material unusual matters.
- The 2023 major matters of the communications between independent directors (audit committee) and chief internal auditor
Date | >Attendees | >Descriptions of the major matters | >Resolution |
2023.01.06 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.02.03 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.02.09 Audit Committee |
Independent directors: Hung-Chi Li Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.03.07 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.04.12 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.04.13 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.05.09 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSEN |
|
No objection |
2023.05.23 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.06.12 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.07.12 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.07.25 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.08.10 | Independent directors:Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.09.08 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.10.12 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.10.24 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
2023.11.09 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
112.12.08 | Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou Chief internal auditor: PIN-FENG TSENG |
|
No objection |
B. Communication between independent directors (Audit Committee) and independent auditors:
- The Company’s independent directors and CPAs meet regularly at least once a quarter. The CPAs discuss the results
of the audit/review of the Company’s financial reports at the meeting of the Audit Committee, and communicate
fully with the Company regarding whether the amendments to laws have any material impact on the Company. - The 2022 major matters of the communications between independent directors (Audit Committee) and
independent auditors:
Date |
Attendees | Descriptions of the major matters |
Resolution |
111.01.27 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou CPA: YA-LING WENG |
The audit results of the 2021 Business Report and Financial Statements of the Company Independence Assessment of Visa Accountants |
No objection |
111.03.08 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou CPA: YA-LING WENG |
Explanatory note for amendment to the Company’s accounting policy |
No objection |
111.04.12 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou CPA: YA-LING WENG |
The audit results of the draft Financial Statements of the Company for 2019 |
No objection |
111.05.10 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou CPA: YA-LING WENG |
The review results of the 2022 first quarter of the financial statements |
No objection |
2022.07.26 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou CPA: YA-LING WENG |
The review results of the 2022 second quarter of the financial statements |
No objection |
2022.10.25 Audit Committee |
Independent directors: Hung-Chi Li Independent directors: Chi-Tsung Huang Independent directors: Yi-Hung Chou CPA: YA-LING WENG |
The review results of the 2022 third quarter of the financial statements |
No objection |