• 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

Actual Attendance

Attendance by proxy

Percentage of Actual Attendance (%)

Remarks

Independent Director (Convener)

Huei Ming Wang

8

0

100

 

Independent Director

Chen Wei Wang

8

0

100

 

Independent Director

Yu Lun Huang

8

0

100

 

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

A. Fair presentation of the financial reports of the Company.

B. The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.

C. The effective implementation of the internal control system of the Company.

D. Compliance with relevant laws and regulations by the Company.

E. Management of the existing or potential risks of the Company.

(2) The duties of the Audit Committee are as follows:

A. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

B. Assessment of the effectiveness of the internal control system.

C. 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.

D. Matters in which a director is an interested party.

E. Asset transactions or derivatives trading of a material nature.

F. Loans of funds, endorsements, or provision of guarantees of a material nature.

G. The offering, issuance, or private placement of any equity-type securities.

H. The hiring or dismissal of a certified public accountant, or their compensation.

I. The appointment or discharge of a financial, accounting, or internal audit officer.

J. Annual financial reports signed by Chairman, Managerial Officer and Accounting Officer.

K. 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

2024.01.18

(2nd Session, 4th time)

Review of the amendment of certain articles in the “Regulation of the 2023 Employee Stock Option Plan”

The Audit Committee unanimously passed all resolutions, and the Board of Directors approved all resolutions based on the recommendations of the Audit Committee.

Change of the Internal Audit Supervisor

Amendment to part of the “Authorizing Table”

Application for the conversion of employee stock options into common shares for the fiscal years 2019 and 2020

The Company proposes to increase the investment in the subsidiary of the Company, Power Flash (Samoa) Limited ( “Power Flash (Samoa)” ), and through the subsidiary Power Flash (Samoa) to set up a new subsidiary PowerStorage Electronic (Xiamen) Limited ( “PowerStorage (Xiamen)” ) in Xiamen, Fujian Province, China

The Company proposed to evaluate the CPA independence and suitability

The Company changes the CPA in accordance with the internal business adjustment of KPMG Taiwan

2024.03.08

(2nd Session, 5th time)

2023 remuneration distribution for employees and directors

2023 financial statements and business report

2023 profit distribution statement

2023 cash dividend for profit distribution for the second half

2024 operation plan of the Company

Amendment to part of the Accounting System of the Company

The credit line of banks for the Company

The credit line of foreign exchange and derivatives for the Company

Amendment to part of the “Rules of Procedure for Meetings of Board of Directors” of the Company

Amendment to part of the “Procedures for Applications for Halt and Resumption of Trading” of the Company

Amendment to part of the “Standard Operating Procedures for handling requests made by Directors” of the Company

The Company decides the private placement of common shares in the 2023 regular meeting of shareholders and plans not to handle offering and issuance

The Company handling the private common shares

The Company plans to donate and construct a new building on the designated site of the Tainan Branch of National Yang Ming Chiao Tung University

2023 Internal Control System Statement

The Company proposes the third round of buyback its shares for second time transferring to its employees

2024.04.10

 (2nd Session, 6th time)

The Company's application for the registration of the conversion of unsecured convertible corporate bonds into common stock domestically

Amendment to part of the “Seal Usage Management Operation” of the Company

Early termination of lease for building on 4th floor of Sub-subsidiary Super Storage Technology Corporation

Construction of new buildings on the campus site of the Tainan Branch of National Yang Ming Chiao Tung University

Donation and construction of new buildings on the campus site of the six Zhupei branches of National Yang Ming Chiao Tung University

2024.05.10

(2nd Session, 7th time)

Financial statements for the first quarter of 2024

The credit line of banks for the Company

The Company plans to invest in the establishment of a Taiwanese subsidiary Great Storage Investment Corporation (tentative name)

The Company plans to establish a new Taiwanese subsidiary, Great Storage Investment Corporation (tentative name), through which it will indirectly invest in the establishment of a Malaysian subsidiary, MaiStorage Technology Sdn. Bhd. (tentative name)  

2024.07.30

(2nd Session, 8th time)

The Company's application for the registration of the conversion of unsecured convertible corporate bonds into common stock domestically

The Company plans to terminate the project involving the donation and construction of a new building at the designated site of the National Yang Ming Chiao Tung University Zhubei Liujia Campus

Amendment to part of the “Property, Plant and Equipment Management Regulations” of the Company

Amendment to part of the “Property, Plant and Equipment Cycling” of the Company

2024.08.14

(2nd Session, 9th time)

2024 financial statements and business report for the second quarter

2024 profit distribution statement for the first half

2024 cash dividend for profit distribution for the first half

The credit line of banks for the Company

The credit line of foreign exchange and derivatives for the Company

The Company’s first issuance of employee stock warrants in accordance with the "Regulation of the 2023 Employee Stock Option Plan" -list of employees and subscription price

2024.11.08

(2nd Session, 10th time)

Financial statements for the third quarter of 2024

The credit line of banks for the Company

The credit line of foreign exchange and derivatives for the Company

Amendment to part of the “Audit Committee Charter” of the Company

The Company's application for the registration of the conversion of unsecured convertible corporate bonds into common stock domestically

Application for the conversion of employee stock options into common shares for the fiscal year 2022

Amendment to part of the “Authorizing Table”

The proposal of the “2025 Annual Audit Plan”

Establishment of the “Procedures for sustainable information internal control management operations”, “Procedures for sustainable information management operations”, and “Procedures for the preparation and verification of ESG report”

2024.12.02

(2nd Session, 11th time)

The subsidiary, Core Storage Electronic (Samoa) Limited, plans to dispose of a portion of its shares in HOSIN Global Electronics Co., Ltd.

(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:

Date of the Meeting

Content of motion

Name of Directors

Recusal

Causes for Avoidance

Participation in voting

2024.03.08

The Company plans to donate and construct a new building on the designated site of the Tainan Branch of National Yang Ming Chiao Tung University

Yu Lun Huang

According to Article 206 of the Company Act, independent directors with recusal of interest regarding a proposal shall abstain from exercising their voting rights.

Proposals involving conflicts of interest with independent directors have been discussed and voted on separately with the abstention of directors who have conflicts of interest.

2024.04.10

Donation and construction of new buildings on the campus site of the six Zhupei branches of National Yang Ming Chiao Tung University

Yu Lun Huang

 



Investor Relations

PHISON Spokesman

Mr. Yu

ADD: No.1,Qun Yi Rd.,Jhunan,Miaoli, Taiwan 350
TEL: +886-37-586-896 #10019
Email: [email protected]

Deputy Spokesman

Mr. Lu

ADD: No.1,Qun Yi Rd.,Jhunan,Miaoli, Taiwan 350
TEL: +886-37-586-896 #26022
Email: [email protected]