コーポレート・ガバナンス
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
Independent director of GIGA-BYTE TECHNOLOGY CO., LTD.
Independent director of Taisol Electronics Co., Ltd.
- Major (Education) Past Positions:
Yu Lun Huang
- Major (Education) Past Positions:
Ph.D., Department of Computer Science and Information Engineering, National Yang Ming Chiao Tung University
Dean of school hire Vice Academic Affairs, National Yang Ming Chiao Tung University
Associate Professor, Department of Electrical Engineering, National Yang Ming Chiao Tung University
Associate Professor, Department of Electrical Engineering, National Yang Ming Chiao Tung University
- Major (Education) Past Positions:
Cheng Chin Lu
- Major (Education) Past Positions:
Ph.D., Graduate Institute of Business Administration, College of Management, National Taipei University of Technology
Vice President, Taiwan Electrical and Electronic Manufacturers’ Association
Deputy Division Director, Electronics and Information Technology Division, Industrial Development Bureau, MOEA
Adjunct Professor, Graduate Institute of Business Administration, College of Management, National Taipei University of Technology
- Major (Education) Past Positions:
Regulation Download
Attendance of Members at Audit Committee Meetings
Audit Committee Operations
The most recent year of the Audit Committee was held 10 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 | 10 | 0 | 100 | |
Independent Director | Chen Wei Wang | 9 | 1 | 90 | |
Independent Director | Yu Lun Huang | 10 | 0 | 100 |
Other items to be recorded:
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Annual Work Focus and Functional Authorities of the Audit Committee:
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The primary function of the Audit Committee is the supervision of the items listed below
- Fair presentation of the financial reports of the Company.
- The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management of the existing or potential risks of the Company.
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The duties of the Audit Committee are as follows:
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- 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.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual financial reports signed by Chairman, Managerial Officer and Accounting Officer.
- Other significant matters as stipulated by the Company or the competent authority.
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The primary function of the Audit Committee is the supervision of the items listed below
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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.
- 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 |
|---|---|---|
2025.01.20 (2nd Session, 12th time) | The Company establishes the “Regulation of the 2025 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. |
The credit line of banks for the Company | ||
The credit line of foreign exchange and derivatives for 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 | ||
The Company proposes the investment plan to establish a new Taiwan subsidiary, Gorich Investment Corporation (Tentative Name) | ||
2025.03.07
(2nd Session, 13th time)
| 2024 remuneration distribution for employees and directors | |
2024 financial statements and business report | ||
2024 profit distribution statement | ||
2024 cash dividend for profit distribution for the second half | ||
2025 operation plan of the Company | ||
For the matter of changing the Company’s appointed Certified Public Accountants | ||
The hiring of the attesting CPA and the compensation given thereto of the year of 2025 and 2026, and the evaluate the CPA independence and suitability | ||
The Company proposed to amend “Non-Assurance Services Pre-approval General Policy” | ||
The Company decides the private placement of common shares in the 2024 regular meeting of shareholders and plans not to handle offering and issuance | ||
The Company handling the private common shares | ||
Revised provisions of the Company’s “Cyber Security Management Procedures” | ||
Revised provisions of the Company’s “Labor and wage cycle” | ||
2024 Internal Control System Statement | ||
Proposed Amendment to the Company’s Article of Incorporation to stipulate the proportion of compensation allocated to non-executive employees in accordance with the applicable laws | ||
2025.04.09
(2nd Session, 14th time)
| The board of directors had previously approved the amendment of Articles of Incorporation to add the proportion of compensation allocated to non-executive employees. However, due to errors in the compilation of the comparison table of the amended articles, corrections are necessary. Therefore, it is proposed for discussion | |
2025.05.07
(2nd Session, 15th time)
| Financial statements for the first quarter of 2025 | |
The credit line of banks for the Company | ||
The credit line of foreign exchange and derivatives for the Company | ||
Application for the conversion of employee stock options into common shares for the fiscal year 2022 | ||
Phison plans to purchase two plots of land in Kuan-Yuan Section, Zhunan Town, Miaoli County | ||
Phison plans to purchase three plots of land in Kuan-Yuan Section, Zhunan Town, Miaoli County | ||
The List of issuing Employee Stock Option under the “Regulation of the 2025 Employee Stock Option Plan” for its managerial officers | ||
2025.05.15
(2nd Session, 16th time)
| The subsidiary of the Company, Core Storage Electronic (Samoa) Limited, plans to invest Shenzhen Quanxing Technology Co., Ltd. in Mainland China | |
Phison plans to participate in the land bidding case entrusted to CBRE LIMITED TAIWAN BRANCH (H.K.) | ||
The Company plans to lease a portion of the land with the land No. 1542-1 in Guang yuan Section, Zhunan Town, Miaoli County | ||
2025.07.14
(2nd Session, 17th time)
| Revising partial articles of company’s “Production cycle” | |
The Company proposed to issue the third Domestic Unsecured Convertible Bonds (the “Bonds”) | ||
The Company proposed to revise the Issuance and Conversion Procedures of the Second Domestic Unsecured Convertible Corporate Bonds issued on 23th, January, 2024 to the Securities and Futures Bureau of the Financial Supervisory Commission | ||
The credit line of banks for the Company | ||
The credit line of foreign exchange and derivatives for the Company | ||
2025.08.14
(2nd Session, 18th time)
| 2025 financial statements and business report for the second quarter | |
2025 profit distribution statement for the first half | ||
2025 cash dividend for profit distribution for the first half | ||
2025 cash dividend for profit distribution for the first half | ||
2025.09.03
(2nd Session, 19th time)
| Capital expenditure proposal for the construction of a new warehouse on Zhonghua Road land | |
2025.11.07
(2nd Session, 20th time)
| Financial statements for the third quarter of 2025 | |
The credit line of banks for the Company | ||
The credit line of foreign exchange and derivatives for the Company | ||
Application for the conversion of employee stock options into common shares for the fiscal year 2022 | ||
The proposal of the “2026 Annual Audit Plan” | ||
Revising partial articles of “Authorizing Table” | ||
Revising partial articles of the Company’s “Purchase and Payment Cycle” | ||
Revising partial articles of the Company’s “Labor and Wage Cycle” | ||
The Company proposes to establish a liaison office in Korea to discuss and deliberate on this matter | ||
2025.12.22
(2nd Session, 21th time)
| The Company proposes to establish “Regulations Governing the Stock Operation Management of Phison Electronics Corporation” | |
Proposal to establish a new Zhubei Branch Office (tentative name) and apply to the Hsinchu Science Park Bureau, National Science and Technology Council, for investment and residency in the Hsinchu Biomedical Science Park |
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- 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.
- 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 |
|---|---|---|---|---|
2025.05.15 | The Company plans to lease a portion of the land with the land No. 1542-1 in Guang yuan Section, Zhunan Town, Miaoli County | Huei Ming Wang | 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. |
ファイソンスポークスマン
Mr. Yu
ファイソンスポークスマン代理
Mr. Lu
