德淵企業

Tex Year Products

GOVERNANCE

In order to strengthen corporate governance and the supervisory and management functions of the board of directors, the company promotes the establishment of various functional committees under the board of directors, including the remuneration committee, corporate sustainability, information security and personal assets and integrity management committees.

 

Audit Committee

Audit Committee

The company has set up the "Audit Committee" under the board of directors as the promotion unit, with Independent Director Chung Ping Wang as the convener. This unit formulates and supervises the implementation of integrity management policies and prevention plans to ensure the implementation of integrity management.

Organization

Audit Committee Information

Convener/MemberTitleNameRemarks
ConvenerIndependent DirectorChung Ping WangMr. Chung Ping Wang is qualified as an accountant and has working experience in the field of financial accounting and is familiar with governance professionals.
MemberIndependent DirectorTsai Wei Tseng 
MemberIndependent DirectorWen Pin Weng 
MemberIndependent DirectorShu Chuan Lin 

In accordance with Article 14-4 of the Securities and Exchange Law and the regulations on the exercise of powers by the Audit Committee of public companies, the company established the first audit committee on June 27, 2022, consisting of all four independent directors.The purpose of the Audit Committee is to assist in supervising the effective implementation of the company's internal control, to comply with relevant laws and regulations, and to manage and control the company's existing or potential risks, and to assist the board of directors in making decisions through its professional division of labor and independent position.

Matters considered by the Audit Committee mainly include:

  1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluation of the effectiveness of the internal control system.
  3. To formulate or amend the procedures for handling major financial business activities such as acquiring or disposing of assets, engaging in derivatives transactions, lending funds to others, and endorsing or providing guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the interests of the directors themselves.
  5. Significant asset or derivative commodity transactions.
  6. Significant capital loans, endorsements or guarantees.
  7. Raising, issuing or private placement of securities with equity nature.
  8. Appointment, dismissal or remuneration of certified accountants.
  9. Appointment and dismissal of financial, accounting or internal audit supervisors.
  10. The annual financial report signed or sealed by the chairman, manager, and accounting supervisor, and the second quarter financial report that must be audited and signed by an accountant.
  11. Other major matters stipulated by the company or the competent authority. In order to perform its duties, the Audit Committee has the right to conduct any appropriate audits and investigations, and to hire lawyers, accountants or other consultants to assist the Audit Committee in performing its duties.

 

Organizational Regulations

For more information please refer to "Audit Committee Charter".
 

Operating situation

2022 Audit Committee resolution content

DatePeriodContentResolution ResultThe company's handling of the Audit Committee's opinion
2022/12/9
4th
Meeting
1.  Amendments to the "Internal Control System".Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.The proposals above were approved by all board members present at the Board meeting on 2022/12/9.
2.  Amendments on the "Regulations Governing Procedure for Board of Directors Meetings ".Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
3.  Amendments to some provisions of the "Procedures for Handling Material Inside Information ".Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
2022/11/93rd
Meeting
1.  Recognition of the Audit Plan for 2023.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.The proposals above were approved by all board members present at the Board meeting on 2022/11/9.
2.  Report on the company's financial statements for Q3 of 2022.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
3.  Recognition of the Certified Public Accountants Independence.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
4.  Discussion of the amount of endorsement and guarantee provided to related party.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
5.  Proposal for the new revision of the Company's " Risk management Practice Policy ".Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
2022/8/11
2nd 
Meeting
1.  Proposal for the new revision of the Company's "Organization Regulations of the Audit Committee".Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.The proposals above were approved by all board members present at the Board meeting on 2022/8/11.
2.  Report on the company's financial statements for Q2 of 2022.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
3.  Discussion of the amount of endorsement and guarantee provided to related party.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
4.  Discussion of the amount of endorsement and guarantee provided to subsidiaries.Aafter consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the  Committee.
2022/6/27
1st
Meeting
1.  Election of the convener of the first Audit Committee.

After consulting all the members present for no other opinions, the Convener concluded that the case was well noted by the Committee and elected Mr. Chung Ping Wang as the convener of the first Audit Committee.
The proposals above were approved by all board members present at the Board meeting on 2022/6/27.

The term of office of the current Audit Committee is from June 27, 2022 to June 26, 2025. It has held four meetings so far. The attendance status is as follows:

TitleName2022/6/272022/8/112022/11/92022/12/9Actual Attendance Rate(%)
ConvenerChung Ping Wang
100%
MemberTsai Wei Tseng
100%
MemberWen Pin Weng
100%
MemberShu Chuan Lin
100%