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：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.

Independent director, China Petrochemical Development Corp.

Main Jobs

Chairman, CTCI Foundation

Director, CTCI Corp.

Independent director, U-Ming Marine Transporhairmant Corp.
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.

Director, SunYunSuan Culture and Education Fundation

Director, Sanlian Science and Technology Education Foundation

Director, Chung Yuan Christian University
Member：Chiang, Kuo Yu

Professional qualifications

Has more than five years of work experience and required work experience in business, finance, accounting or company business. Specializes in the fields of international trade, corporate operations, innovative research and development, and industrial transformation of management capabilities.

Education and Previous Work Experience

Department of English, Tamkang University

Main Jobs

Chairman, Dajiang International Co., Ltd.

Chairman, Dajiang Textile Co., Ltd.

Chairman, Singqiao Film Co., Ltd.

Chairman, Chi Kuo Fu-Cai Co., Ltd.

Chairman, Chi Kuo Construction Co., Ltd.

Director, Taiwan Spinner’s Association

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, 2024 (Separate Meeting)	Report the important audit items and audit deficiencies tracking items in 2023. Report annual plan of 2024.	The CPA and attendees discussed and communicated the internal audits found deficiencies and improvement measures for the current year.
March 6, 2024 (Separate Meeting)	The implementation result: All attendant independent directors had no objection opinion.
March 6, 2024 (Audit Committee)	Report on the summary of auditing operations execution for Jan.-Feb., 2024. 2023 annual internal control self-assessment report. TWBU Occupational Safety and Environmental Protection Project Audit.	CPA’s recommendation for impairment indicator assessment. Deferred income tax assets (DTA)，should not be achievable after evaluation. The CPA and attendees discussed and communicated the proposed items.
March 6, 2024 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.
May 8, 2024 (Audit Committee)	Report on the summary of auditing operations execution for Mar.-Apr., 2024. RSBU routine Internal Audit. RSBU Occupational Safety and Environmental Protection Project Audit.	Explanation of the Draft Carbon Fee Charging Regulations and its Impact on Q1 Financial Report. The CPA and attendees discussed and communicated the proposed items.
May 8, 2024 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.
August 6, 2024 (Audit Committee)	Report on the summary of auditing operations execution for May-Jul., 2024. REBU Occupational Safety and Environmental Protection Project Audit. SVET/ STHT Project Audit.	CPA’s recommendation on whether to assess and test for impairment indicators. The CPA and attendees discussed and communicated the proposed items.
August 6, 2024 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.
November 6, 2024 (Audit Committee)	Report on the summary of auditing operations execution for Aug.-Oct., 2024. RWBU/RNBU internal audit. MABU internal audit. Report on the 2025 annual audit plan	The CPA and attendees discussed and communicated the proposed items.
November 6, 2024 (Audit Committee)	The implementation result: All attendant independent directors had no objection opinion.