• Corporate Governance
Corporate Governance's Structure

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

Audit Committee Charter

Attendance of Members at Remuneration Committee Meetings

Audit Committee Operations:

  1. The Company’s Audit Committee, composed of 3 members, was established on June 3, 2020.
  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 10 times (A). The qualifications and attendance of the members are as follows:

 

Title Name Actual Attendance (B) Attendance by proxy Actual attendance (%) (B/A) Remarks
Convener Wen Chiu Chung 10 0 100.00  
Independent Director Chen Wei Wang 10 0 100.00
Independent Director Yu Lun Huang 10 0 100.00

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 The Company's Response
2022.01.21
(1st Session, 17th time)		 (1)The credit line of banks for the Company N/A After being confirmed by the chairman, all attending members passed without objection and submitted to the board of directors for discussion. The motion was approved.
(2)The credit line of foreign exchange and derivatives for the Company
(3)The Company’s plan to purchase a plot of land at Guangyuan Section, Zhunan Township, Miaoli County
(4)The Company’s plan to participate in a bidding of Miaoli County Government to bid for a plot of land at Datong Section, Zhunan Township, Miaoli County
2022.03.04
(1st Session, 18th time)		 (1)The Company’s remuneration distribution plan of 2021 for employees and directors
(2)The Company’s business report and financial statements of 2021
(3)The Company’s earnings distribution statement of 2021
(4)The Company’s statements of distributed cash dividends from earnings for the second half of 2021
(5)The Company’s operation plan for 2022
(6)The credit line of banks for the Company
(7)The credit line of foreign exchange and derivatives for the Company
(8)The Company’s Statement of Internal Control System for 2021
(9)Partial amendment to the Company's “Production Cycle”, “Purchase and Payment Cycle” and “Approval Authority Table”
(10)The Company’s plan not to proceed with the private placement of common shares decided to be issued at 2021 regular meeting of shareholders
(11)The Company’s private placement of common shares
(12)Partial amendment to the Company’s “Procedures for Acquisition or Disposal of Assets”
(13)Partial amendment to the Company’s “Procedures for Lending Funds to Other Parties”
(14)Partial amendment to the Company’s “Procedures for Endorsement and Guarantee”
(15)Designation of the special seal custodian for the Company’s seal for endorsement and guarantee
2022.04.07
(1st Session, 19th time)		 (1)Partial amendment to “Regulations for the Employee Welfare Committee” and “Implementation Measures for the Employee Welfare Committee” of the Company’s internal system
(2)Partial amendment to the Company's “Articles of Association”
(3)Partial amendment to “Rules of Procedure for Shareholders’ Meeting”
2022.05.06
(1st Session, 20th time)		 (1)The Company's 2022 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
2022.06.02
(1st Session, 21th time)		 (1)The Company proposes to exchange its shares in UD info Corp. for new shares issued by UD info Corp.
(2)The Company proposes to establish a joint venture with Emtops Electronics Corp., Ltd., a 100%-owned subsidiary of the Company, to establish an Indian subsidiary.
2022.07.15
(1st Session, 22th time)		 (1)The Company proposes to repurchase the issued shares of the Company and transfer them to the employees
(2)The Company proposes to formulate the “FY2022 Employee Stock Option Plan and Share Subscription Procedures”
2022.07.29
(1st Session, 23th time)		 (1)Financial Statements and Business Report of the Company for the Second Quarter (First Half of the Year) of 2022
(2)Earnings Distribution Table for the first half of 2022
(3)The credit line of banks for the Company
(4)The credit line of foreign exchange and derivatives for the Company
(5)Early Termination of the Lease of the Building on the 1st Floor of Super Storage Technology Corp.(SSTEK), which is a 1st-tier sub-subsidiary of the Company
(6)Partial amendment to the “Internal Audit System” of the Company
(7)Preparation of the Company’s “Procedures for Audit of Measures for the Transfer of the Repurchased Shares to Employees”
2022.08.19
(1st Session, 24th time)		 (1)The Company proposes to authorize its representative to register the establishment of the Indian subsidiary
(2)Proposal of the cancellation of the employee stock option certificates issued by the Company for the first time in Year 2021
(3)The Company's register and the subscription price list for the first issue of employee stock option certificates under the “FY2022 Employee Stock Option Plan and Share Subscription Procedures”
(4)The Company proposes to repurchase the issued shares of the Company and transfer them to the employees, and revise the Measures for the Transfer of the Repurchased Shares to Employees" in accordance with the requirements of the Financial Supervisory Commission.
2022.11.04
(1st Session, 25th time)		 (1)The Company's financial statements for the 3rd quarter of 2022
(2)The Company proposes to evaluate the CPA independence and suitability
(3)The credit line of banks for the Company
(4)The credit line of foreign exchange and derivatives for the Company
(5)Partial amendment to “Regulations for the Employee Welfare Committee” of the Company’s internal system”
(6)Formulation of the “Information and Communication Security Control Procedures” and “Information and Communication Security Control Audit Procedures” of the Company
2022.12.20
(1st Session, 26th time)		 (1)The Company proposes to formulate the “Operation Procedures for Handling Internal Material Information of Phison Electronics Corporation”
(2)Formulation of the Company's “Internal Material Information Processing Audit Procedure”
(3)Formulation of the Company's “General Policy for Prior Approval of Non-Convinced Services”
(4)Formulation of the “Tax Governance Policy” of the Company
(5)Partial amendment to the Company’s accounting system regulations

(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.

 

3. If there were independent directors who abstained from voting due to conflict of interest,

the independent directors' names, contents of the proposal, and causes of abstention should be specified: 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