Corporate Governance

Committee

Audit Committee

The audit committee is composed of all independent directors and operates in accordance with the Audit Committee organization chapter. The audit committee shall meet at least once a quarterly. The consent matters in the meeting shall be submitted to the board of directors for approval by resolution.

The main function of the Audit Committee is to supervise the following matters:

Fair presentation of the financial reports of this Corporation.
The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
The effective implementation of the internal control system of this Corporation.
Compliance with relevant laws and regulations by this Corporation.
Management of the existing or potential risks of this Corporation.

The powers of the Committee are as follows:

The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Assessment of the effectiveness of the internal control system.
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
Matters in which a director is an interested party.
Asset transactions or derivatives trading of a material nature.
Loans of funds, endorsements, or provision of guarantees of a material nature.
The offering, issuance, or private placement of equity-type securities.
The hiring or dismissal of a certified public accountant, or their compensation.
The appointment or discharge of a financial, accounting, or internal audit officer.
Annual financial reports that are duly signed or sealed by the Chairman, managerial officer, and accounting officer.
Other material matters as may be required by this Corporation or by the competent authority.

For details, please refer to Audit committee Implementation Status.

The professional qualifications and experience of members.

Convener：Wang, Paul P.

Professional qualifications

Has more than 5 years of work experience in the area of information, commerce, finance or accounting or otherwise necessary for the business of the Company. Specializes in venture capital strategic planning, enterprise operation, joint venture, strategic alliance and other fields of management capabilities.

Education and Previous Work Experience

Ph. D in Physics, Carnegie Melon University

Senior Manager and consultant, IBM USA

Consultant, MIC

Director, Sercomm Corp.

Chairman, Pacific Venture Partners Co. Ltd.

Main Jobs

Director, Sercomm Corp.

Director, Taiwan Cement Corp.

Director, Prosperity Dielectrics Co., Ltd.

Chairman, K.T. Lai Foundation for Development of Science and Technology
Member：Pan, Wenent P.

Professional qualifications

Has more than 5 years of work experience in the area of petrochemical industry, power or engineering or otherwise necessary for the business of the Company. Specializes in energy enterprise operation, joint venture, strategic alliance and other fields of management capabilities.

Education and Previous Work Experience

Master and Ph.D in Department of Chemical Engineering, University of Wyoming

Chairman, CPC

Chairman, Kuo Kuang Power Co. Ltd.

Chairman, Gintech Corp.

Main Jobs

Chairman, CTCI Foundation

Independent director, China Petrochemical Development Corp.

Director, CTCI Corp.

Independent director, U-Ming Marine Transport Corp.

Chairman, Taiwan Institute of Chemical Engineers(TwIChE)
Member：Hwang, Jung-Chiou

Professional qualifications

Have more than 5 years of work experience in the area of information, power and finance or otherwise necessary for the business of the Company. Leadership in industry, government and academic collaboration, and enterprise operation, venture capital and other fields of management capabilities.

Education and Previous Work Experience

Ph. D., Computer Science of National Chiao Tung University

Chairman, Taiwan Power Company

Administrative Deputy Minister, Ministry of Economic Affair, R.O.C (MOEA)

Executive Director and Vice-Chairman of the State-run Association of the Ministry of Economic Affairs (MOEA)

Director General, Department of Industrial Technology , MOEA

Main Jobs

Independent director, Century Wind Power Co., Ltd.

Independent director, Waffer Technology Corp.

Independent director, Acbel Polytech Inc.

Chairman, Taiwan Electric Power Association.

Director, SunYunSuan Culture and Education Fundation

Director, Sanlian Science and Technology Education Foundation

Descriptions of the Communication Between Independent Directors and Chief Internal Auditor and CPA

Convene a separate meeting between the chief internal auditor and the accountant at least once a year, to discuss the completed internal audit items and accountant’s external audit opinions. Communicate based on the annual audit deficiencies. The communication opinions are recorded and submitted to the board of directors’ report.
The chief internal auditor attends the company's regular meeting of audit committee and the board of directors and reports the audit operation to the independent directors, and communicates the results of the audit report and the implementation of the follow-up report with independent directors. In addition, an audit report submitted to independent directors in the month following the completion of the audit project.
The independent directors and CPA should regularly convene at least twice a year. The CPA reported the Company financial position, the financial and overall operation of the subsidiaries at home and abroad, and the audit result of internal control to the independent directors. The CPA should be fully communicate whether there were any major adjustment entries or whether the amendments affect the accounting situation.
If there is any major abnormality, or independent directors, chief internal auditor, or accountants consider the independent communication is necessary, may convent a meeting to communicate at any time.

The communication summary between the Independent Directors and the Internal Auditors and CPA

Meeting Date	The important item of communication with Chief Internal Auditor	The important item of communication with CPA
March 6, 2023 (Separate Meeting)	Report the important audit items and audit deficiencies tracking items in 2023. Report annual plan of 2023.	The CPA and attendees discussed and communicated the internal audits found deficiencies and improvement measures for the current year.
March 6, 2023 (Separate Meeting)	The implementation result: All attendant independent directors had no objection opinion.
March 6, 2023 (Audit Committee)	2022 audited report 2023 audit plan The consolidated audit report from January to February 2023. The 2022 audit report on self-assessment operation.	CPAs reported on 2022 audit results and key audit matters. The CPA explained standard about pre-approval of non-assurance service and independent assessment. The CPA and attendees discussed and communicated the proposed items.
March 6, 2023 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.
May 5, 2023 (Audit Committee)	The consolidated audit report from March to April 2023. Special Audit on Engineering project overdue in Taizhou Union Chemical and Panjin Union Chemical Special Audit on Industrial safety and environmental protection/warehousing logistics in S. China	The CPA and attendees discussed and communicated the proposed items.
May 5, 2023 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.
August 3, 2023 (Audit Committee)	The consolidated audit report from May to July 2023. Special Audit on Engineering project overdue in Zhenjiang Union Chemical. Special Audit on Industrial safety and environmental protection in E. China	Deferred income tax assets (DTA)，should not be achievable after evaluation. The CPA and attendees discussed and communicated the Taizhou subsidiaries tax repayment issues. The CPA and attendees discussed and communicated the proposed items.
August 3, 2023 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.
November 8, 2023 (Audit Committee)	The consolidated audit report from August to October 2023. Special Audit on Industrial safety and environmental protection in Panjin Union Chemical and Nanchong Unicizers Industrial. Reports on the implementation of routine audit in E. China, and S. China Plant. The 2024 internal audit plan	The CPA communicated 2023 key audit matter (KAM) with the Company. The CPA explained SQM. The CPA and attendees discussed and communicated the proposed items.
November 8, 2023 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.