Audit Committee
The Audit Committee's primary purpose is to oversee the following matters:
1. Appropriate presentation of Edison Opto's financial statements.
2. The selection and dismissal of the certifying accountant, as well as their independence and performance.
3. Effective implementation of Edison Opto's internal controls.
4. Edison Opto's compliance with relevant laws and regulations.
5. Control of Edison Opto's existing and potential risks.
Operation of the Audit Committee
According to Edison Opto's Audit Committee Organizational Charter, this committee is composed of all independent directors, with no fewer than three members. Meetings are held at least quarterly and may be convened at any time as necessary. Currently, the Company's Audit Committee is composed of all four independent directors (one seat was added to the existing three independent directors at the June 2012 shareholders' meeting, bringing the total to four). Six Audit Committee meetings were held in fiscal ""&""year 2014, with the main focus of their deliberations being as follows:
1. Establishing or revising internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessing the effectiveness of internal control systems.
3. Establishing or revising procedures for handling significant financial transactions such as acquisitions or disposals of assets, derivatives transactions, loans to others, endorsements, or guarantees to others in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving personal interests of directors.
5. Significant asset or derivatives transactions.
6. Significant loans, endorsements, or guarantees.
7. Offering, issuance, or private placement of equity securities.
8.Appointment, dismissal, and remuneration of certified public accountants.
9. Appointment and dismissal of the chief financial officer, accounting officer, or internal audit officer.
10. Annual financial reports signed or stamped by the chairman, management, and accounting officer, and second-quarter financial reports requiring certification by certified public accountants.
11. Other important matters as specified by the company or competent authorities.
Review of financial statements
The Board of Directors has prepared Edison Opto's 2013 annual operating report, financial statements, and profit distribution proposal. The financial statements have been audited by the KPMG Joint Accounting Firm, which has issued an audit report. The Audit Committee has reviewed these operating reports, financial statements, and profit distribution proposal and found them to be consistent with the Company's requirements.
Evaluate the effectiveness of internal control systems
The Audit Committee evaluated the effectiveness of Edison Opto's internal control system policies and procedures (including financial, operational, risk management, information security, outsourcing, and regulatory compliance controls) and reviewed the Company's audit department and certified public accountants, as well as management's regular reports, including on risk management and regulatory compliance. The Audit Committee believes that the Company's risk management and internal control systems are effective and that the Company has implemented necessary control mechanisms to monitor and correct violations.
Auditor Committee Introduction
| Name | Education | Experience | Current position |
|---|---|---|---|
| Wen-chao Wang | Doctor of Business Administration from Nova Southeastern University, USA | Supervisor of Dasheng Technology (Stock) Co., Ltd. Supervisor of Jingyan Technology (Stock) Co., Ltd. | Chairman of Wenkai Network Technology Marketing Co., Ltd.; Supervisor of Qingxingwang Industrial Co., Ltd. |
| Tung-hsiung Hung | Department of Law, National Taiwan University | Partner Attorney at Jianye Law Firm Supervisor of Zhaoli Technology Industry Co., Ltd. | Li Dong Law Firm practicing lawyer Independent director of Nan Jun International Co., Ltd. |
| Yin-fei Liu | EMBA Master of National Chengchi University | Partner, Audit Services, PwC Taiwan | PwC Financial Group Senior Consultant Audit Services Department Independent Director Huafu Technology Co., Ltd. |
| Tseng-nan Chou | Department of Accounting, Tunghai University | Financial Assistant, Everlight Electronics Co., Ltd. Chief Financial Officer, Tangshi Lighting Technology Co., Ltd. Supervisor, Hongyuan Securities Co., Ltd. | Director of Fantasia Micro-Innovation Culture Co., Ltd. Independent Director of Junxing Electromechanical International Co., Ltd. Independent Director of Tangshi Lighting Technology Co., Ltd. |
2024 Annual Audit Committee – Attendance of Independent Directors
| Title | Name | Number of Audit Committee Meetings in 2024 (A) | Number of Meetings Attended in Person (B) | Attendance Rate (%) (B/A) | Number of Attendances by Proxy |
|---|---|---|---|---|---|
| Independent Director | Wen-chao Wang | 7 | 7 | 100% | 0 |
| Independent Director | Tung-hsiung Hung | 7 | 7 | 100% | 0 |
| Independent Director | Yin-fei Liu | 7 | 7 | 100% | 0 |
| Independent Director | Tseng-nan Chou | 7 | 6 | 85.71% | 1 |
Dates, sessions, agenda items, resolutions, and the Company’s handling of the Audit Committee’s opinions for the most recent year:
| Audit Committee | Agenda Items and Follow-up Actions | Matters Listed in Article 14-5 of the Securities and Exchange Act | Matters not approved by the Audit Committee but approved by more than two-thirds of all directors |
|---|---|---|---|
| 4th Term 10th Meeting 2024.02.29 | 1. The Company’s 2023 financial statements and business report | v | None |
| 2. The Company’s 2023 earnings distribution proposal | v | None | |
| 3. The Company’s 2023 capital reserve cash distribution proposal | v | None | |
| 4. The Company’s 2023 “Internal Control System Statement” | v | None | |
| 5. Amendments to the “Rules of Procedure for Board of Directors Meetings | v | None | |
| 6. Amendments to the “Rules of Procedure for Shareholders’ Meetings” | v | None | |
| 7. Regular evaluation of the independence and competency of the CPAs | v | None | |
| 8. Issuance of new restricted employee shares | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 4th Term 11th Meeting 2024.05.02 | 1. The Company’s Q1 2024 consolidated financial statements | v | None |
| 2. Amendments to the “Operating Procedures for Financial and Business Transactions with Related Parties” | v | None | |
| 3. Earnings distribution by the Company’s subsidiaries | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 4th Term 12th Meeting 2024.08.08 | 1.The Company’s Q2 2024 consolidated financial statements | v | None |
| 2.Amendments to the “2024 Restricted Stock for Employees Issuance Plan | v | None | |
| 3.Issuance of the Company’s 4th domestic unsecured convertible bonds | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 4th Term 13th Meeting 2024.09.26 | 1. Capital increase by the Company’s subsidiary, Edison-Litek Opto | v | None |
| 2. Change in the purpose of funds from the 4th domestic unsecured convertible bonds approved on August 8, 2024 | v | None | |
| 3. Proposed acquisition of office and factory space for group operational needs | v | None | |
| 4. Capital reduction and name change of a subsidiary | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 4th Term 14th Meeting 2024.11.01 | 1. The Company’s Q3 2024 consolidated financial statements | v | None |
| 2. Purchase of directors’ liability insurance for 2025 | v | None | |
| 3. Amendments to the “General Provisions of Internal Control System” and “Internal Audit Implementation Rules | v | None | |
| 4. Establishment of the “Sustainability Information Management Procedures | v | None | |
| 5. Establishment of the “Sustainability Report Preparation and Assurance Procedures | v | None | |
| 6. Amendments to the “Financial Statement Preparation and Management Procedures | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 4th Term 15th Meeting 2024.12.26 | 1. Issuance of restricted employee shares and approval of recipients and allotted shares | v | None |
| 2. The Company’s 2025 audit plan | v | None | |
| 3. Approval of 2025 intercompany lending limits | v | None | |
| 4. 2025 subsidiary short-term derivative transactions | v | None | |
| 5. Leasing office/factory space to subsidiary Edison-Litek Opto for 2025 | v | None | |
| 6. Amendments to the “Corporate Governance Best Practice Principles” | v | None | |
| 7. Amendments to the “Delegation of Authority and Acting Procedures” | v | None | |
| 8. Change of group consolidated financial statement signing CPA firm to KPMG Taiwan | v | None | |
| 9. Establishment of general principles for pre-approval of non-assurance services provided by CPA firms | v | None | |
| 10. Appointment and remuneration of group signing CPAs for 2025 | v | None | |
| 11. Establishment of a European subsidiary | v | None | |
| 12. Group capital expenditures for 2025 | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
Communication Between Independent Directors and CPA/Internal Audit Supervisor
1. Communication Policy Between Independent Directors and CPAs
1. The Company holds at least one communication meeting annually between independent directors and the signing CPAs. The CPAs communicate the audit/review results of the Company’s quarterly (including consolidated) financial statements and other required matters. Communication between independent directors and CPAs is satisfactory.
2. Summary of 2024 communication between independent directors and CPAs
| Date | Participants | Discussion Topics | Communication Outcome |
|---|---|---|---|
| 2024.02.23 CPA-only meeting with the Audit Committee | Independent Directors: Wen-Chao Wang, Tung-Hsiung Hung, Yin-Fei Liu, Tsung-Nan Chou CPAs: Heng-Sheng Lin, Shu-Chih Yang | CPAs reported on: (1) Key audit matters (2) Major audit findings (3) Related-party transactions | Independent directors provided comments and suggestions on revenue recognition, accounts receivable valuation, and related-party transactions. CPAs responded based on professional judgment. Communication was satisfactory with no objections. |
| 2024.11.27 CPA-only meeting with the Audit Committee | Independent Directors: Wen-Chao Wang, Tung-Hsiung Hung, Yin-Fei Liu, Tsung-Nan Chou CPAs: Heng-Sheng Lin, Shu-Chih Yang Internal Audit Supervisor: Hsiao-Chun Wang Auditor: Shu-Yao Wang | CPAs reported on: (1) Latest (2024 Q3) financial statement explanations (2) 2024 audit plan (3) Follow-up on major issues (4) Feedback from independent directors and regulatory updates | Independent directors provided comments and suggestions on accounts receivable valuation, related-party judgments, and derivative financial instruments. CPAs responded based on professional judgment. Communication was satisfactory. |
2. Communication Between Independent Directors and Internal Audit Supervisor
1. Communication Policy
(1) The internal audit supervisor reports to independent directors quarterly on audit plans, audit results, and follow-up reports. These communications are documented and reported to the Board.
(2) The internal audit supervisor attends Audit Committee meetings to report.
(3) At least one annual communication meeting is held between the internal audit supervisor and independent directors to discuss internal control, audit matters, corporate governance, and risk management.
2. Summary of 2024 communication
(1) Internal Audit Supervisor-only Meeting With Independent Directors
| Date | Participants | Discussion Topics | Outcome |
|---|---|---|---|
| 2024.05.30 Audit Communication Meeting | Independent Directors: Wen-Chao Wang, Tung-Hsiung Hung, Yin-Fei Liu, Tsung-Nan Chou Internal Audit Supervisor: Hsiao-Chun Wang | 1. 2024 audit organization status and planning | No objections |
| 2. 2024 audit focus and plan | No objections | ||
| 3. Audit plan for sustainability information management | No objections |
(2) Summary of Communication During Audit Committee Meetings
| Date | Discussion Topics | Suggestions and Outcome |
|---|---|---|
| 2024.02.29 Audit Committee | 1. 2023 group audit execution results and deficiency improvements | No objections |
| 2. January 2024 audit execution report | No objections | |
| 3. 2023 group self-assessment report | No objections | |
| 2024.05.02 Audit Committee | 1. February–March 2024 audit execution report | No objections |
| 2. Q1 2024 subsidiary audit execution report | No objections | |
| 2024.08.08 Audit Committee | 1. Q2 2024 group audit execution report | No objections |
| 2. Q2 2024 subsidiary audit execution report | No objections | |
| 2024.09.26 Audit Committee | 1. July–August 2024 group audit execution report | No objections |
| 2. July–August 2024 subsidiary audit execution report | No objections | |
| 2024.11.01 Audit Committee | 1. Q3 2024 group audit execution report | No objections |
| 2. Q3 2024 subsidiary audit execution report | No objections | |
| 2024.12.26 Audit Committee | 1. October–November 2024 group audit execution report | No objections |
| 2. October–November 2024 subsidiary audit execution report | No objections |
(3) Based on the above communications regarding internal control, internal audit, corporate governance, and sustainability, communication between independent directors and the internal audit supervisor is satisfactory.