Corporate Governance

Internal Audit

Internal Audit Organization

The Company's Audit office is an independent unit that reports directly to the Board of Directors. The Audit Office shall consists of qualified persons in an appropriate number as full-time internal auditors based on the Company’s scale, business conditions, management needs, and other applicable laws and regulations. The Audit Office is comprised of a Chief Audit Executive and three full-time dedicated internal audit specialists. Any appointment or discharge of the Chief Audit Executive shall be approved by the Board of Directors, and be reported to the FSC for recording via the internet-based information system by the 10th of the following month.

The Charter of Internal Audit is to review the internal controls in the company's business processes and to report on those controls with respect to the adequacy, effectiveness, and efficiency of their design as well as their actual functioning on day-to-day basis. All parts of the Company and its subsidiaries are open for review by the Audit Office.

Regular internal audits are executed according to the annual audit plan, which needs to be approved by the Board of Directors. Such plan will take into account risks that have been identified. Special audit projects are implemented as needed. These audits enhance internal control and provide timely recommendations for future improvements. In accordance with corporate governance, audit reports are regularly submitted to and reviewed by the Audit Committee.

The Method and Schedule of Contacts among The Head of Internal Audit, CPA, and Independent Directors:

  • In additional to emailed monthly audit reports to independent directors, the head of internal audit reported major findings and suggestions to independent directors during Audit Committee meetings.
  • Summarized quarterly consolidated and standalone financial statements information should be delivered and communicated with independent directors during Audit Committee meetings in order to comply with regulations defined in No 39 Statements of Auditing Standards and No.0930105373 of Securities and Futures Bureau.
  • Audit Committee should have no less than one meeting per quarter. Summary discussion among independent directors, CAP and internal audit of each Audit Committee meetings for 2025 as following:
  • 2025.02.21
  • 4th term 9th meeting
    • Presented the results of 4Q24 internal audit.
    • Authorized 2024 Internal Audit Report Declaration after reviewed the internal audit procedures and results of self-evaluation.
    • CPA presented 2024 financial reports. Communicated for major financial estimation and Securities governing regulations updates. CPA also presented 2025 audit schedule and identified major risks items.
    • Review the appointment of the chief internal audit officer.
    • Review the proposed amendments to the Company’s “Internal Control System” and “Internal Audit System”.
    • Review the evaluation of the independence, suitability of the CPAs and audit fee.
    • Discuss and resolve the discontinuance of the “issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares (“DR Offering”) and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement (“Private Placement Shares”) and/or issuance of overseas or domestic convertible corporate bonds in private placement and/or issuance of overseas or domestic convertible corporate bonds” resolved by Annual General Shareholders’ Meeting of the year 2024.
    • Discuss and resolve the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares (“DR Offering”) and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement (“Private Placement Shares”) and/or issuance of overseas or domestic corporate bonds (straight corporate bonds, convertible corporate bonds) in private placement and/or issuance of overseas or domestic corporate bonds (straight corporate bonds, convertible corporate bonds).

    Suggestions from independent directors:

    • All independent directors who attended the meeting agreed the proposal.
  • 2025.05.09
  • 4th term 10th meeting
    • Presented the results of 1Q25 internal audit.
    • CPA presented 1Q25 financial reports. Communicated for major financial estimation and governing regulations updates.
    • Review an investment in energy project company.

    Suggestions from independent directors:

    • The independent directors inquired about the accountant’s review conclusion for quarterly report. The accountant and the CFO have provide the required explanation.
    • The independent directors inquired about the investee company’s background and transaction model. The CEO and the CFO have responded accordingly.
  • 2025.08.08
  • 4th term 11th meeting
    • Presented the results of 2Q25 internal audit.
    • CPA presented 2Q25 financial reports. Communicated for major financial estimation and governing regulations updates.

    Suggestions from independent directors:

    • Regarding recent information-leak incidents in the semiconductor industry, the independent directors inquired about the company’s relevant regulations and response procedures, and offered recommendations. The CEO and the CFO have provide explanations. Progress will be reported at the next meeting.
  • 2025.11.07
  • 4th term 12th meeting
    • Report on follow-up items from the previous meeting.
    • Presented the results of 3Q25 internal audit.
    • CPA presented 3Q25 financial reports. Communicated for major financial estimation and governing regulations updates.
    • Review the proposed amendments to the “Procedures for Acquisition or Disposal of Assets”.
    • Review the proposed amendment to the Company’s Internal Control System and Internal Audit System.
    • Review the internal audit plan for the year of 2026.
    • Separate communication meetings were held between the attending members, the accountant and the head of audit regarding financial reporting and the state of the financial business.

    Suggestions from independent directors:

    • After the accountant outlined the identified significant risks and key audit matters, the independent directors suggested that the company further explore the quantification of overall operational risks.
  • 2025.11.14
  • 4th term 13th meeting
    • Review the proposed acquisition of the property.