• Corporate Governance

Introduction of Audit Committee

Members of Audit Committee

Huei Ming Wang (Convener)

  • Major (Education) Past Positions:

Master of Industrial Management from Chung Hua University

Director of Moores Rowland CPAs

Chen Wei Wang

  • Major (Education) Past Positions:

Department of Electronics Engineering, National Yang Ming Chiao Tung University

CEO of Quanta Computer lnc.

President of Quanta Computer lnc.

Yu Lun Huang

  • Major (Education) Past Positions:

Ph.D., Department of Computer Science and Information Engineering, National Yang Ming Chiao Tung University

Dean of Vice Academic Affairs, National Chiao Tung University

Associate Professor, Department of Electrical Engineering, National Yang Ming Chiao Tung University

Regulation Download

Attendance of Members at Audit Committee Meetings

Audit Committee Operations:

The most recent year of the Audit Committee was held 8 times.
The attendance of the Independent Director is as follows:

Title Name
(Note 1)
Actual Attendance Attendance by proxy Percentage of Actual Attendance
(%) (Note 2)
Remarks
Independent Director (Convener) Wen Chiu Chung 5 0 100.00 Former term
Independent Director (Convener) Huei Ming Wang 3 0 100.00 Newly appointed
Independent Director Chen Wei Wang 7 1 87.50 Re-elected
Independent Director Yu Lun Huang 8 0 100.00 Re-elected

Note 1: The he term of directors of the Company expired and comprehensive re-election on May 31,
Note 1:2023. The Independent Director Huei Ming Wang assumed, Wen Chiu Chung stepped down.
Note 2: The percentage of actual attendance is calculated based on the number of Audit Committee
Note 2:meetings and the number of actual attendances during the number of Audit Committee’s tenure.

 

Other items to be recorded:

1. Annual Work Focus and Functional Authorities of the Audit Committee:

(1) The primary function of the Audit Committee is the supervision of the items listed below

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

(2) The duties of the Audit 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. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as 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.
  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 any 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 financial reports signed by Chairman, Managerial Officer and Accounting Officer.
  11. Other significant matters as stipulated by the Company or the competent authority.

2. If the Audit Committee operates under any of the following circumstances, it shall specify the date of convening of the Audit Committee, the period, the content of the proposal, the content of the objections, reservations or major recommendations of the independent directors, the results of the resolutions of the Audit Committee and the handling of the opinions of the Company on the Audit Committee.

(1) Matters referred to in Article 14-5 of the Securities and Exchange Act:

Convening Date
(by period)
Content of motion Contents of objections, reservations or major recommendations by independent directors, results of the resolution of the Audit Committee and the Company's response
2023.01.12
(1st Session, 27th time)
(1)For the matter regarding the exercised second of FY2019 and first of FY2020 employee stock options to be registered to new common shares The Audit Committee unanimously passed all resolutions, and the Board of Directors approved all resolutions based on the recommendations of the Audit Committee.
(2)The credit line of banks for the Company
(3)The credit line of foreign exchange and derivatives for the Comp
2023.03.15
(1st Session, 28th time)
(1)The Company’s remuneration distribution plan of 2022 for employees and directors
(2)The Company’s business report and financial statements of 2022
(3)The Company’s earnings distribution statement of 2022
(4)The Company’s statements of distributed cash dividends from earnings for the second half of 2022
(5)The Company’s operation plan for 2023
(6)The hiring of the attesting CPA and the compensation given thereto of the year of 2023 and 2024, and the evaluate the CPA independence and suitability for the year of 2023
(7)The Company’s Statement of Internal Control System for 2022
(8)Partial amendment to the Company's “Production Cycle” and “Approval Authority Table”
(9)The Company propose to resolve not to continue the private placement of 18,000,000 common shares approved by 2022 annual shareholders’ meeting
(10)The Company propose to conduct the private placement of common shares
(11)Amendment to the “Regulations Governing Procedure for Board of Directors Meetings”
2023.04.20
(1st Session, 29th time)
(1)Adoption of the revised Proposal for Profits Distribution of the year 2022
(2)Review the revised articles of “Rules of Share Repurchase and Transferring to the Employees”
2023.05.05
(1st Session, 30th time)
(1)The Company's 2023 1st quarter financial statements
(2)The credit line of banks for the Company
(3)The credit line of foreign exchange and derivatives for the Company
(4)For the matter regarding the exercised FY2019 and FY2020 employee stock options to be registered to new common shares
2023.05.18
(1st Session, 31th time)
(1)The company intends to lease part of the land and buildings on No. 620, Section 6, Zhonghua Road, Hsinchu City
2023.07.05
(2nd Session, first time)
(1)For the matter regarding the exercised FY2019 and FY2020 employee stock options to be registered to new common shares
(2)The company proposes the third round of buyback its shares for transferring to its employees
2023.08.04
(2nd Session, second time)
(1)Financial Statements and Business Report of the Company for the Second Quarter (First Half of the Year) of 2023
(2)Earnings Distribution Table for the first half of 2023
(3)Adoption of the Proposal for second cash dividend distribution of Six Months Ended June 30, 2023
(4)Review the Company’s operation plan for 2023
(5)The credit line of banks for the Company
(6)The credit line of foreign exchange and derivatives for the Company
2023.11.07
(2nd Session, third time)
(1)The Company's financial statements for the 3rd quarter of 2023
(2)The company proposed to issue the 2nd domestic unsecured convertible bonds
(3)The credit line of banks for the Company
(4)The credit line of foreign exchange and derivatives for the Company
(5)The Company proposed to engage in exchange SWAP transactions
(6)For the matter regarding the exercised FY2019 and FY2020 employee stock options to be registered to new common shares
(7)The company proposes to issue “Regulation of the 2023 Employee Stock Option Plan”
(8)Review the revised articles of “Rules of Share Repurchase and Transferring to the Employees”
(9)It is hereby submitted to the Board’s resolution associated with Phison’s planning to enter into Prepayment Agreement with the supplier Kioxia Taiwan Corporation that, Phison fulfills One Hundred and Twenty Million United States Dollars (“Prepayment”) to secure Kioxia Taiwan’s supplying required volume of NAND flash memory in 2024.

 

(2) Except as otherwise disclosed above, any other proposals which failed to obtain the approval of the Audit Committee,

but were approved by two-thirds of the directors: there is no such case.

Investor Relations

PHISON Spokesman

Mr. Yu

ADD: No.1,Qun Yi Rd.,Jhunan,Miaoli, Taiwan 350
TEL: +886-37-586-896 #10019
Email: antonioyu@phison.com

Deputy Spokesman

Mr. Lu

ADD: No.1,Qun Yi Rd.,Jhunan,Miaoli, Taiwan 350
TEL: +886-37-586-896 #26022
Email: kuoting_lu@phison.com