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Committee
Functional Committees
Audit Committee
To strengthen the board's oversight and management mechanisms, the Company established the Audit Committee in113Year6Month. The Committee consists entirely of independent directors, with a minimum of three members. One member serves as the convener, and at least one member must possess expertise in accounting or finance. The term of office for independent directors on the Committee is three years, and they may be re-elected. The convener represents the Committee in external matters.
The powers and duties of this Committee are as follows:
1. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Evaluate the effectiveness of the internal control system.
3. Establish or amend processing procedures for significant financial business activities—including the acquisition or disposal of assets, engagement in derivative product transactions, lending funds to others, and providing endorsements or guarantees for others—in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving the personal interests of directors.
5. Material asset or derivative transactions.
6. Material loans, endorsements, or guarantees.
7. Fundraising, issuance, or private placement of equity-based securities.
8. Appointment, removal, or remuneration of the certified public accountant.
9. Appointment or removal of the head of finance, accounting, or internal audit.
10. Annual and semi-annual financial reports.
11. Other material matters as required by the company or competent authorities.
Resolutions on the aforementioned matters shall require the consent of more than one-half of all members of this Committee and be submitted to the Board of Directors for resolution. Except for item 10, if the consent of more than one-half of all members of this Committee is not obtained, such matters may be acted upon with the consent of more than two-thirds of all directors.
Remuneration Committee
To implement corporate governance and establish a sound remuneration system for the company's directors and managers, the company established a Remuneration Committee in the year113(Year)6(Month). The committee consists of three members appointed by a resolution of the Board of Directors. In accordance with relevant laws and regulations, the committee members are independent directors, and a convener and chairperson are elected by all members. The Remuneration Committee primarily assists the Board of Directors in executing and evaluating the company's overall compensation and benefits policies, as well as the remuneration of directors and managers.
The members of this committee shall exercise the duty of care of a good administrator, faithfully perform the following powers and the responsibilities stipulated in these organizational rules, remain accountable to the Board of Directors, and submit proposed motions to the Board of Directors for resolution.
?瓩tFormulate and periodically review the policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managers.
?瓩tRegularly evaluate and determine the remuneration for directors and managers.
Committee Members
Communication between Independent Directors, Certified Public Accountants, and the Head of Internal Audit
(1) Communication between Independent Directors and the Certifying CPA
Communication between independent directors and the certifying CPA has been effective. A summary of the main communication items is as follows: Independent directors and the CPA meet at least once per quarter. The CPA reports on the company's financial condition and internal control audit results to the independent directors, and maintains full communication regarding any significant adjusting entries or whether legislative amendments have affected accounting entries. Meetings may be convened at any time should significant anomalies occur.
(2) Communication between Independent Directors and the Head of Internal Audit
Communication between Independent Directors and the Head of Internal Audit has been effective, with a summary of the primary communication matters as follows: Before the end of each month, the Head of Internal Audit submits the previous month's audit report and deficiency tracking report for the Independent Directors' review, covering the execution status of the company's annual audit plan and the progress of internal control deficiency rectification. Additionally, the Head of Internal Audit attends Audit Committee and Board of Directors meetings. Independent Directors may communicate with the Certified Public Accountants whenever deemed necessary.
Section 1, Huanyuan East Road, Liuying District, Tainan City23No.
Tel 06-623-3293(Main line), (Fax)06-623-3297
Copyright © 2019. Transcene Corp. Transcene Corp. All rights reserved.
Audit Committee
To strengthen the board's oversight and management mechanisms, the Company established the Audit Committee in113Year6Month. The Committee consists entirely of independent directors, with a minimum of three members. One member serves as the convener, and at least one member must possess expertise in accounting or finance. The term of office for independent directors on the Committee is three years, and they may be re-elected. The convener represents the Committee in external matters.
The powers and duties of this Committee are as follows:
1. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Evaluate the effectiveness of the internal control system.
3. Establish or amend processing procedures for significant financial business activities—including the acquisition or disposal of assets, engagement in derivative product transactions, lending funds to others, and providing endorsements or guarantees for others—in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving the personal interests of directors.
5. Material asset or derivative transactions.
6. Material loans, endorsements, or guarantees.
7. Fundraising, issuance, or private placement of equity-based securities.
8. Appointment, removal, or remuneration of the certified public accountant.
9. Appointment or removal of the head of finance, accounting, or internal audit.
10. Annual and semi-annual financial reports.
11. Other material matters as required by the company or competent authorities.
Resolutions on the aforementioned matters shall require the consent of more than one-half of all members of this Committee and be submitted to the Board of Directors for resolution. Except for item 10, if the consent of more than one-half of all members of this Committee is not obtained, such matters may be acted upon with the consent of more than two-thirds of all directors.
Remuneration Committee
To implement corporate governance and establish a sound remuneration system for the company's directors and managers, the company established a Remuneration Committee in the year113(Year)6(Month). The committee consists of three members appointed by a resolution of the Board of Directors. In accordance with relevant laws and regulations, the committee members are independent directors, and a convener and chairperson are elected by all members. The Remuneration Committee primarily assists the Board of Directors in executing and evaluating the company's overall compensation and benefits policies, as well as the remuneration of directors and managers.
The members of this committee shall exercise the duty of care of a good administrator, faithfully perform the following powers and the responsibilities stipulated in these organizational rules, remain accountable to the Board of Directors, and submit proposed motions to the Board of Directors for resolution.
?瓩tFormulate and periodically review the policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managers.
?瓩tRegularly evaluate and determine the remuneration for directors and managers.
Committee Members
| Job Title | Name | Audit Committee | Remuneration Committee |
| Independent Director | Shi Yu-zhen | V(Chairperson) | V(Chairman) |
| Independent Director | 廖鉦達 | V | V |
| Independent Director | Wen Hui-ling | V | V |
Communication between Independent Directors, Certified Public Accountants, and the Head of Internal Audit
(1) Communication between Independent Directors and the Certifying CPA
Communication between independent directors and the certifying CPA has been effective. A summary of the main communication items is as follows: Independent directors and the CPA meet at least once per quarter. The CPA reports on the company's financial condition and internal control audit results to the independent directors, and maintains full communication regarding any significant adjusting entries or whether legislative amendments have affected accounting entries. Meetings may be convened at any time should significant anomalies occur.
| Date | Meeting | Communication Items | Independent Director Opinions |
| 114.03.07 | Audit Committee | 113Communication with Governance Units After Annual Audit 1. Audit Scope and Materiality 2. Key Audit Matters of the Audit Report 3. Other Communication Matters 4. Independence of the Certified Public Accountant 5. Recent Regulatory Updates |
No further comments |
| 114.05.09 | Audit Committee | 114Communication with governance bodies after the review of the first quarter consolidated financial statements 1. Review scope and materiality 2. Review report and matters of concern 3. Other Communication Matters 4. Auditor Independence 5. Recent Legislative Updates |
Independent Director Liao suggested providing further explanations to the board members regarding the legislation related to the carbon fee system, and concurrently evaluating the mid- to long-term impact on company operations. |
| 114.08.07 | Audit Committee | 114Communication with governance bodies after the review of the consolidated financial statements for the second quarter 1. Review scope and materiality 2. Review of Reports and Key Concerns 3. Other Communication Matters 4. Independence of the Certified Public Accountant 5. Recent Legal Updates on Corporate Governance Reminders |
No other comments |
| 114.11.06 | Audit Committee | 114Communication with those charged with governance after the review of the consolidated financial statements for the third quarter of the year 1. Scope of review and materiality 2. Review report and matters of concern 3. Other Communication Matters 4. Auditor Independence 5. Corporate Governance Reminders |
No other comments |
| 115.03.05 | Audit Committee | 114Communication with the governance body after the annual audit 1. Audit scope and materiality 2. Key audit matters in the audit report 3. Other Communication Matters 4. Auditor Independence 5. Company Regulations Updates and Reminders |
No other comments |
(2) Communication between Independent Directors and the Head of Internal Audit
Communication between Independent Directors and the Head of Internal Audit has been effective, with a summary of the primary communication matters as follows: Before the end of each month, the Head of Internal Audit submits the previous month's audit report and deficiency tracking report for the Independent Directors' review, covering the execution status of the company's annual audit plan and the progress of internal control deficiency rectification. Additionally, the Head of Internal Audit attends Audit Committee and Board of Directors meetings. Independent Directors may communicate with the Certified Public Accountants whenever deemed necessary.
| Date | Meeting | Key Communication Points | Implementation Status |
| 114.03.07 | Audit Committee | 1. 113Year12Month~114Year1Actual Implementation of the Monthly Internal Audit Plan 2. 113Annual Internal Control System Statement |
Independent directors have no objections; submitted for Board of Directors resolution |
| 114.05.09 | Audit Committee | 1. 114Year2Month~114Year3Actual Implementation of the Monthly Internal Audit Plan 2. Proposal for the adoption of the Company's "Guidelines for Director Training" 3. Proposal to establish the Company's "Regulations for the Exercise of Rights and Participation in Voting by Controlling Corporate Shareholders" |
Independent directors have no objections; submitted for Board of Directors' resolution |
| 114.08.07 | Audit Committee | 1. 114Year4Month~114Year6Actual Implementation of the Monthly Internal Audit Plan 2. Proposed amendment to the Company's "Procedures for the Acquisition or Disposal of Assets" |
The independent directors have no objections; submitted to the Board of Directors for resolution |
| 114.11.06 | Audit Committee | 1. 114Year7Month~114Year10Actual Implementation of the Monthly Internal Audit Plan 2. Proposed Revision of the Company's "Payroll and Labor Cost Cycle" Project 3. Proposed amendments to the company's "Personal Data Protection Management Measures" |
Independent directors had no objections; submitted for Board resolution |
| 114.12.19 | Audit Committee | 1. The Company's115"Audit Plan" | Independent directors have no objections; submitted for Board resolution |
| 115.03.05 | Audit Committee | 1. 114Year11Month~115Year1Actual Execution of the Monthly Internal Audit Plan 2. 2025Internal Control System Statement |
Independent directors have no objections; submitted for Board resolution |
Section 1, Huanyuan East Road, Liuying District, Tainan City23No.
Tel 06-623-3293(Main line), (Fax)06-623-3297
Copyright © 2019. Transcene Corp. Transcene Corp. All rights reserved.