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Internal Audit Organization and Operations
The Company's internal audit unit reports directly to the Board of Directors and performs its duties independently, objectively, and impartially.
Audit activities are primarily conducted in accordance with the audit plan approved by the Board of Directors.
The internal audit unit performs routine audits of the Company's ten major internal control cycles and conducts special audits when necessary to ensure the effective implementation of the internal control system.
In addition to reporting audit findings at regular Board meetings, the internal audit unit reports to the Chairperson and independent directors monthly or whenever necessary.
The appointment, dismissal, performance evaluation, and compensation of internal audit personnel are approved in accordance with the Company's organizational management structure. As the internal audit unit is under the jurisdiction of the Board of Directors, related personnel matters require approval by the Chairperson as the head of the unit.
Communication Between Independent Directors, the Chief Internal Auditor, and the Independent Auditors (including major matters concerning the Company's financial and operating conditions, communication methods, and results):
| Date | Communication Party | Communication Method | Key Matters Discussed | Communication Results |
| 2024/3/14 | Chief Internal Auditor | Audit Committee |
1. Report on internal audit activities for Q4 2023. 2. Report on the self-assessment of the effectiveness of the Company's internal control system and issuance of the Internal Control System Statement. |
1. Acknowledged the Q4 2023 internal audit report. 2. Approved the 2023 Internal Control System Statement. 3. Approved the 2023 financial statements and business report. |
| 2024/3/14 | Independent Auditors | Telephone and Email |
1. Auditor independence. 2. Contents of the management representation letter. 3. Scope of the group audit. 4. Significant risks. 5. Internal control testing procedures and findings. 6. Key audit matters. 7. Summary of audit differences. 8. Expected audit opinion for 2023. 9. Pre-approval by the corporate governance unit of non-assurance services for 2024. 10. Audit Quality Indicators (AQI). |
1. The auditors had no relationships that would affect their independence. 2. The relevant information was acknowledged. 3. The relevant information was acknowledged. 4. The relevant information was acknowledged. 5. No material irregularities were identified. 6. The relevant information was acknowledged. 7. The relevant information was acknowledged. 8. An unmodified opinion was expected to be issued. 9. The corporate governance unit pre-approved the non-assurance services for 2024. 10. Audit Quality Indicators (AQI) were presented. |
| 2024/5/3 | Chief Internal Auditor | Audit Committee |
1. Report on internal audit activities for Q1 2024. 2. Report on the implementation status of the private placement of common shares approved at the 2023 Annual Shareholders' Meeting. 3. Report on the consolidated financial statements for Q1 2024. |
1. Acknowledged the Q1 2024 internal audit report. 2. Acknowledged the implementation status of the private placement of common shares approved at the Company's 2023 Annual Shareholders' Meeting. 3. Approved the consolidated financial statements for Q1 2024. |
| 2024/8/2 | Chief Internal Auditor | Audit Committee |
1. Report on internal audit activities for Q2 2024. 2. Report on the consolidated financial statements for Q2 2024. |
1. Acknowledged the Q2 2024 internal audit report. 2. Approved the consolidated financial statements for Q2 2024. |
| 2024/11/1 | Chief Internal Auditor | Audit Committee |
1. Report on internal audit activities for Q3 2024. 2. Report on the consolidated financial statements for Q3 2024. |
1. Acknowledged the Q3 2024 internal audit report. 2. Approved the consolidated financial statements for Q3 2024. |
| 2024/12/20 | Chief Internal Auditor | Audit Committee | 1. Report on the 2025 annual audit plan. | 1. Approved the 2025 annual audit plan. |
| 2021/2/2 | Chief Internal Auditor | Audit Committee | 1. Report on internal audit activities for Q4 2020. | No irregularities were identified, and the annual audit activities were conducted in accordance with the audit plan. |
| 2021/3/16 | Independent Auditors | Telephone and Email | 1. Auditor independence.
2. Contents of the management representation letter. 3. Scope of the group audit. 4. Significant risks. 5. Internal control testing procedures and findings. 6. Key audit matters. 7. Summary of audit differences. 8. Expected audit opinion for 2021. |
1. There were no other relationships between the Company and the auditors that would affect auditor independence.
2. The relevant information was acknowledged. 3. The relevant information was acknowledged. 4. The relevant information was acknowledged. 5. No material irregularities were identified. 6. The relevant information was acknowledged. 7. The relevant information was acknowledged. 8. An unmodified opinion was expected to be issued. |
| 2021/5/4 | Chief Internal Auditor | Audit Committee | 1. Report on internal audit activities for Q1 2021. | No irregularities were identified, and the annual audit activities were conducted in accordance with the audit plan. |
| 2021/8/3 | Chief Internal Auditor | Audit Committee | 1. Report on internal audit activities for Q2 2021. | No irregularities were identified, and the annual audit activities were conducted in accordance with the audit plan. |
| 2021/11/2 | Chief Internal Auditor | Audit Committee | 1. Report on internal audit activities for Q3 2021. | No irregularities were identified, and the annual audit activities were conducted in accordance with the audit plan. |
Implementation of Ethical Corporate Management
| Evaluation Item | Implementation Status | Differences from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons | ||
| Yes | No | Summary | ||
| I. Establishment of Ethical Corporate Management Policies and Programs | ||||
| (1) Has the Company established an ethical corporate management policy approved by the Board of Directors, clearly stated its ethical corporate management policies and practices in its internal regulations and external documents, and obtained commitments from the Board of Directors and senior management to actively implement the policy? | V | 1. The Company has established the Ethical Corporate Management Best Practice Principles and the Code of Ethical Conduct, both of which have been approved by the Board of Directors. These documents require all employees to perform Company business with integrity, impartiality, and compliance with government laws and regulations. | None | |
| (2) Has the Company established a risk assessment mechanism for unethical conduct, regularly analyzed and assessed business activities within its scope of operations that carry a higher risk of unethical conduct, and established prevention programs covering at least the conduct specified in Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? | V | 2. Measures for preventing unethical conduct are prescribed in the Company's Ethical Corporate Management Best Practice Principles, which clearly identify the relevant preventive measures. The Company reinforces awareness through meetings of the Board of Directors and department heads. The Company has also established whistleblowing procedures through which whistleblowers may submit reports and complaints. | None | |
| (3) Does the Company's program for preventing unethical conduct clearly prescribe operating procedures, conduct guidelines, disciplinary measures, and an appeal system for violations, and are these measures implemented and periodically reviewed and amended? | V | 3. The Company has established the Ethical Corporate Management Best Practice Principles and reviews them annually. | None | |
| II. Implementation of Ethical Corporate Management | ||||
| (1) Does the Company evaluate the ethical conduct records of its business partners and include ethical conduct clauses in contracts entered into with its business counterparties? | V | 1. The Company conducts external business cooperation and transactions in accordance with principles of integrity and regularly evaluates the ethical conduct of its counterparties. However, the relevant requirements have not yet been expressly included in contracts. | Yes. The relevant provisions will be established in accordance with the Company's future plans. | |
| (2) Has the Company established a dedicated unit under the Board of Directors responsible for promoting ethical corporate management and reporting to the Board at least annually on its ethical corporate management policies, programs for preventing unethical conduct, and supervision of their implementation? | V | 2. The Company has established a Corporate Governance Working Group convened by the Assistant to the Chairperson and composed of one representative each from the Administration Department, Finance Department, and Internal Audit Office. The group is responsible for promoting the Company's corporate governance, corporate social responsibility, and ethical corporate management activities. | None | |
| (3) Has the Company established a policy for preventing conflicts of interest, provided appropriate channels for disclosure, and effectively implemented the policy? | V | 3. The Company has established the Ethical Corporate Management Best Practice Principles. Employees may make internal disclosures through the Company's internal whistleblowing system, while external information is compiled by the spokesperson and reported to the Chairperson. | None | |
| (4) To implement ethical corporate management, has the Company established effective accounting and internal control systems, with the internal audit unit preparing audit plans based on the results of unethical conduct risk assessments and auditing compliance with programs for preventing unethical conduct, or engaging independent auditors to perform such audits? | V | 4. The Internal Audit Office reviews and audits measures for preventing unethical conduct as part of its audit activities. The Company also engages Ernst & Young to audit its financial statements and internal control system. | None | |
| (5) Does the Company regularly organize internal and external training on ethical corporate management? | V | 5. The Company's directors regularly attend training courses organized by external institutions. The Company also regularly provides education and awareness programs for directors, managers, and other employees who may have access to material internal information, and promotes ethical principles among all employees during daily business activities. | None | |
| III. Operation of the Company's Whistleblowing System | ||||
| (1) Has the Company established specific whistleblowing and reward systems, provided convenient reporting channels, and appointed appropriate personnel to receive reports concerning the reported party? | V | 1. The Company has established specific whistleblowing procedures. Whistleblowers may submit reports by telephone, email, or written correspondence, and the responsible unit appoints appropriate personnel to handle each report after it is received. | None | |
| (2) Has the Company established standard operating procedures for investigating reported matters, follow-up measures to be taken after an investigation is completed, and related confidentiality mechanisms? | V | 1. The Company has established the Ethical Corporate Management Best Practice Principles and the Code of Ethical Conduct, both approved by the Board of Directors, requiring all employees to conduct Company business with integrity, impartiality, and compliance with government laws and regulations. | None | |
| (3) Has the Company adopted measures to protect whistleblowers from improper treatment as a result of submitting a report? | V | 2. The Company's whistleblowing system includes investigation procedures and protects the confidentiality of whistleblowers throughout the reporting process. Whistleblowers will not be subject to disciplinary action for submitting a report. | None | |
| IV. Enhancement of Information Disclosure | ||||
| (1) Does the Company disclose the contents and implementation results of its Ethical Corporate Management Best Practice Principles on its website and the Market Observation Post System? | V | The Company has established the Ethical Corporate Management Best Practice Principles and uploaded them to the Market Observation Post System and the Company's website for investors to review. | None | |
| V. If the Company has established its own ethical corporate management principles in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any differences between actual implementation and the principles: No differences. | ||||
| VI. Other Important Information That May Assist in Understanding the Company's Implementation of Ethical Corporate Management:
1. The Company complies with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, applicable regulations governing TWSE/TPEx listed companies, and other laws and regulations concerning business conduct as the foundation for implementing ethical corporate management. 2. The Company's Rules of Procedure for Board of Directors Meetings include a system requiring directors to recuse themselves from matters involving conflicts of interest. A director who has an interest in a Board proposal, considers recusal necessary, or is required by Board resolution to recuse themselves may state opinions and respond to questions but may not participate in discussion or voting. The director must recuse themselves during discussion and voting and may not exercise voting rights on behalf of another director. 3. In response to amendments to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, the Board of Directors approved amendments to the Company's Ethical Corporate Management Best Practice Principles on November 4, 2019. |
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