• Corporate Governance

Introduction of Audit Committee

Members of Audit Committee

Wen Chiu Chung (Convener)

  • Major (Education) Past Positions:

Master of Accounting, Chung Yuan Christian University

Accountant of Grand Thornton

Chen Wei Wang

  • Major (Education) Past Positions:

Department of Electronics Engineering, National Chiao Tung University

CEO of Quanta Computer lnc.

President of Quanta Computer lnc.

Yu Lun Huang

  • Major (Education) Past Positions:

Associate Vice President for Academic Affairs

Director, Center for Teaching and Learning Development

Director, Center for Continuing Education and Training

Associate Professor, Department of Electrical and Computer Engineering

Secretary-in-General, Taiwan Open Course and Education Consortium

Regulation Download

Attendance of Members at Audit Committee Meetings

Attendance of Members at Audit Committee Meetings

  1. There are 3 members in the Audit Committee.
  2. The term of office of the members of the Board of Directors: June 3, 2020 to June 2, 2023. The most recent annual meeting of the Audit Committee was held 11 times (A). The qualifications and attendance of the members are as follows:

 

Position Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) Remarks
Independent Director Wen Chiu Chung 11 0 100.00 N/A
Independent Director Chen Wei Wang 11 0 100.00
Independent Director Yu Lun Huang 11 0 100.00

Other mentionable items:

1. The annual work focus and authority of the audit committee.

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

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

(2) The powers of the Committee are as follows:

  1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of the internal control system.
  3. 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.
  4. Matters in which a director is an interested party.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements, or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a certified public accountant, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal audit officer.
  10. Annual and semi-annual financial reports.
  11. Other material matters as may be required by this Corporation or by the competent authority.

2. If any of the following circumstances occur, the dates of meetings, sessions,

contents of motions, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified.

(1) Matters referred to in Article 14-3 of the Securities and Exchange Act:

Date Discussion Proposal Resolution The Company handles the opinions of Audit Committee Meetings’ member

2020.07.14

(The First Meeting of the First Term)
(1)Amendment to the “The Internal Audit system” After being requested by the Chairperson of the audit committee meeting, all members present passed this motion unanimously. Additionally, this motion shall be discussed by the Board of Director’s meeting. Members have no objection
(2)The Company plans to dispose of all KINGSTON SOLUTIONS INC.’s stocks

2020.08.04

(The Second Meeting of the First Term)
(1)The Company proposes to increase the investment in the subsidiary of the Company, Regis Investment (Samoa) Limited (“Regis Investment”), for its re-investment in the subsidiary of the Company, RealYou Investment Limited (“RealYou Investment” ), in order that the RealYou Investment could purchase the shares of the HOSIN Global Electronics Co., Ltd ( “Hosin”) from another subsidiary of the Company, 合肥億超電子科技有限公司(“合肥億超”).
(2)The subsidiary of the Company, Core Storage Electronic (Samoa) Limited (“Core Storage” ), proposes to transfer 46.48% of its paid-in capital of合肥兆芯電子有限公司 (“合肥兆芯”) to 深圳宏芯創企業管理合夥企業 (“宏芯創”) and 深圳宏芯微企業管理合夥企業 (“宏芯微”), and the consideration will be paid by cash.
(3)The subsidiary of the Company, Core Storage, proposes to participate in the capital increase of Hosin, with the consideration of Core Storage held 24.59% of 合肥兆芯’s paid-in capital of.

2020.08.13

(The Third Meeting of the First Term)
(1)Consolidated Financial Statements for the Six Months Ended June 30, 2020 and 2019.
(2)The credit line of banks for the Company.
(3)The trading line of foreign exchange and derivatives for the Company.

2020.11.12

(The Fourth Meeting of the First Term)
(1)Amendment the partial articles of the” Payroll Regulation”.
(2)The Company proposed to establish “Methods to Evaluate Performance of the Board of Directors”.
(3)Review of family day special bonus and special incentive bonus for managerial officers.
(4)Consolidated Financial Statements for the Nine Months Ended September 30, 2020 and 2019.
(5)The credit line of banks for the Company.

2020.11.30

(The Fifth Meeting of the First Term)
(1)The subsidiary of the Company, Core Storage Electronic (Samoa) Limited, proposes to participate in the capital increase of HOSIN Global Electronics Co., Ltd, with the consideration of Core Storage held 24.41% of 合肥兆芯電子有限公司’s paid-in capital.
    

2021.01.29

(The Sixth Meeting of the First Term)
 (1) Credit line of the Company
 (2)The credit line of foreign exchange and derivatives for the Company
 (3)Amendment to "Management Operation of Avoiding Insider Trading" and "Auditing Procedures of the Insider Trading"
 (4)Amendments to some sections of the Company's Permission Form

2021.03.11

(The Seventh Meeting of the First Term)      
 (1) 2020 Statement of Internal Control System
 (2)Amendments to certain Articles of the Company's Procedures for Acquisition or Disposal of Assets, Procedures for Engaging in Derivatives Trading, Procedures for Lending Funds to Other Parties, Procedures for Endorsement and Guarantee
 (3)Proposal for private placement for common shares of the Company
 (4)Amendments to certain sections of the Company's “Production Cycle” and “Approval Authority Form”
 (5)Compensation Plan for the Appointment of Certified Public Accountants of the Company for 2021
 (6)The Company cooperates with the mechanism of internal rotation of the Deloitte Touche to replace the visa accountant
 

2021.05.10

(The Eighth Meeting of the First Term)   
 (1) Credit line of the Company
 (2) The credit line of foreign exchange and derivatives for the Company
 

2021.05.27

(The Ninth Meeting of the First Term)  
 (1) Purchase of land and buildings in Liyuan section of Xiangshan District, Hinchu City by the Company
  

2021.07.28

(The Eleventh Meeting of the First Term)  
 (1) The case of 4F building of Super Storage Technology Corporation, a second-tier subsidiary company
 (2) Amendments to the Partial Provisions of the Company's “Management Operations Run by the Salary Compensation Committee” and “Audit Operations Run by the Salary Compensation Committee”
 

2021.08.06

(The Twelfth Meeting of the First Term)  
 (1) First unsecured convertible corporate bonds to be issued by the Company
(2) Credit line of the Company
(3) The credit line of foreign exchange and derivatives for the Company

2021.09.22

(The Thirteenth Meeting of the First Term)  
(1) Credit line of the Company
(2)The credit line of foreign exchange and derivatives for the Company

2021.11.05

(The Fourteenth Meeting of the First Term)  
(1) Credit line of the Company
(2)The credit line of foreign exchange and derivatives for the Company
(3) Amendments to the "Payroll Cycle" section of the Company

2021.11.26

(The Fifteenth Meeting of the First Term) 
(1)The Company intends to replace the visa firm and the visa accountant
(2)Amendments to some sections of the Company's Permission Form

(2) Other matters which were not be approved by the Audit Committee

but were approved two-thirds or more of all director:None.

 

3. If there are Independent directors’ avoidance of motions in conflict of interest,

the Independent directors’ names, contents of motion, causes for avoidance and voting should be specified:None.

Investor Relations

PHISON Spokesman

Mr. Yu

ADD: No.1,Qun Yi Rd.,Jhunan,Miaoli, Taiwan 350
TEL: +886-37-586-896 #1019
Email: antonioyu@phison.com

Deputy Spokesman

Mr. Lu

ADD: No.1,Qun Yi Rd.,Jhunan,Miaoli, Taiwan 350
TEL: +886-37-586-896 #2622
Email: kuoting_lu@phison.com