To strengthen internal audit mechanisms for the betterment of corporate governance and fulfils the Company’s operational benefits, based on the Securities and Exchange Act, the Company has set up an Audit Committee within the Board of Directors on June 27, 2012 to replace the supervisor system. The Audit Committee is composed of the entire number of independent directors.
The main duties of the Audit Committee are to review or handle the following matters:
1.
Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act;
2.
Assessment of the effectiveness of the internal control system
3.
Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, lending funds to others, or endorsements or guarantees for others
4.
A matter bearing on the personal interest of a director
5.
A material asset or derivatives transaction
6.
A material monetary loan, endorsement, or provision of guarantee
7.
The offering, issuance, or private placement of any equity-type securities
8.
The hiring or dismissal of an attesting CPA, or the compensation given thereto
9.
The appointment or discharge of a financial, accounting, or internal auditing officer
10.
Annual financial reports
11.
M&A matters under the Business Mergers and Acquisition Act
12.
quarterly financial reports
13.
Approval of matters related to the hired CPA’s annual audit and non-audit related services.
14.
Communication and exchange information with the CPA
15.
Negotiation of disagreement of opinions on financial reporting between the Company’s management and the CPA
16.
Discussion of other required financial information and reports required by the US Securities Exchange Act with the Company’s management team and the CPA
17.
Other significant matters required by the company or regulatory authorities
*Audit Committee’s Review Report
The Board of Directors of Taiwan Cement Corporation has prepared the Company’s 2023 Business Report, Consolidated and Standalone Financial Statements, and the proposal for the allocation of earnings. The CPA firm Deloitte & Touche was retained to audit the Company’s Financial Statements and it has issued an audit report on the Financial Statements. The Business Report, Financial Statements, and the earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan Cement Corporation. Aforementioned Business Report, Consolidated and Standalone Financial Statements, and the proposal for the allocation of earnings were reviewed by the Audit Committee and resulted that there is no discrepancy.
For details regarding the Audit Committee members and meeting information, please reference the Company’s annual report or the following link to Taiwan Stock Exchange’s Market Observation Post System (http://mops.twse.com.tw/mops/web/t100sb03_1).
Audit Committee Membership
The current term of tenure of the members is from May 21, 2024 to May 20, 2027.
Member
Title
Name
Professional Qualification and Work Experience
Convener
Independent Director
Victor Wang
The Company’s independent director, convener of the Audit Committee and member of the Remuneration Committee, Risk Management Committee and Corporate Sustainable Development Committee
Mr. Wang has served three terms as an independent director of the Company, was deputy chairman of Deloitte Taiwan, is the director of Yageo Corporation, independent director of Taiwan Navigation Co., Ltd. and DACIN Construction Co., Ltd. and director/ independent director of various public companies. Mr. Wang has more than 30 years’ experience in financial accounting. He has expertise in operational management, crisis management, industrial knowledge, corporate sustainability, and international markets. During the period as the independent director of the company, he provides appropriate advice and guidance on company’s auditing, finance and business analysis. The Company will continue to rely on his expertise in supervising the Company’s operation
Member
Independent Director
Lynette Ling Tai Chou
The Company’s independent director convener of the Remuneration Committee,and member of the Audit Committee, Risk Management Committee, Nomination Committee and Corporation Sustainable Development Committee
Ms. Chou has more than 30 years’ experience in accounting and audit. She is the independent director of Next Commercial Bank Co., Ltd and has expertise in accounting, audit, industrial knowledge, corporate sustainability, and international markets. During her tenure as an independent director of the company, Ms. Chou has provided appropriate advice and guidance on the company's auditing, finance, and business analysis. The company will continue to rely on her expertise to monitor the company's operations
Member
Independent Director
Sherry S. L. Lin
The Company’s independent director, convener of the Risk Management Committee, and member of the Audit Committee, the Remuneration Committee, Nomination Committee and Corporation Sustainable Development Committee
Ms. Lin serves as a senior advisor at Lee and Li, Attorneys-at-Law, was independent director of Cathay Real Estate Development Co., Ltd., and director/independent director of various public companies. With over 40 years of experience in handling legal, financial, and other projects in various industries, she possesses professional capabilities in operational management, crisis management, industry knowledge, corporate sustainability, and international markets. She provides appropriate advice and guidance on the company's auditing, finance, and M&A activities, and her expertise is instrumental in the ongoing supervision of the company's operations
Member
Independent Director
Ruu Tian Chang
The Company’s independent director, member of the Audit Committee and member of the Remuneration Committee
Ms. Chang has more than 20 years of experience in information technology. She currently serves as the executive vice president of Guneng Co., Ltd. She has served as the information president of China Trust Financial Holdings and a director of several listed companies. She has operational management and crisis management skills. , industrial knowledge, corporate sustainability, international markets and other professional capabilities, and her expertise is instrumental in the ongoing supervision of the company's operations
Victor Wang
Member
Convener
Title
Independent Director
Education / Experience
The Company’s independent director, convener of the Audit Committee and member of the Remuneration Committee, Risk Management Committee and Corporate Sustainable Development Committee
Mr. Wang has served three terms as an independent director of the Company, was deputy chairman of Deloitte Taiwan, is the director of Yageo Corporation, independent director of Taiwan Navigation Co., Ltd. and DACIN Construction Co., Ltd. and director/ independent director of various public companies. Mr. Wang has more than 30 years’ experience in financial accounting. He has expertise in operational management, crisis management, industrial knowledge, corporate sustainability, and international markets. During the period as the independent director of the company, he provides appropriate advice and guidance on company’s auditing, finance and business analysis. The Company will continue to rely on his expertise in supervising the Company’s operation
Lynette Ling-Tai, Chou
Member
Member
Title
Independent Director
Education / Experience
The Company’s independent director convener of the Remuneration Committee,and member of the Audit Committee, Risk Management Committee, Nomination Committee and Corporation Sustainable Development Committee
Ms. Chou has more than 30 years’ experience in accounting and audit. She is the independent director of Next Commercial Bank Co., Ltd and has expertise in accounting, audit, industrial knowledge, corporate sustainability, and international markets. During her tenure as an independent director of the company, Ms. Chou has provided appropriate advice and guidance on the company's auditing, finance, and business analysis. The company will continue to rely on her expertise to monitor the company's operations
Sherry S. L. Lin
Member
Member
Title
Independent Director
Education / Experience
The Company’s independent director, convener of the Risk Management Committee, and member of the Audit Committee, the Remuneration Committee, Nomination Committee and Corporation Sustainable Development Committee
Ms. Lin serves as a senior advisor at Lee and Li, Attorneys-at-Law, was independent director of Cathay Real Estate Development Co., Ltd., and director/independent director of various public companies. With over 40 years of experience in handling legal, financial, and other projects in various industries, she possesses professional capabilities in operational management, crisis management, industry knowledge, corporate sustainability, and international markets. She provides appropriate advice and guidance on the company's auditing, finance, and M&A activities, and her expertise is instrumental in the ongoing supervision of the company's operations
Ruu Tian Chang
Member
Member
Title
Independent Director
Education / Experience
The Company’s independent director, member of the Audit Committee and member of the Remuneration Committee
Ms. Chang has more than 20 years of experience in information technology. She currently serves as the executive vice president of Guneng Co., Ltd. She has served as the information president of China Trust Financial Holdings and a director of several listed companies. She has operational management and crisis management skills. , industrial knowledge, corporate sustainability, international markets and other professional capabilities, and her expertise is instrumental in the ongoing supervision of the company's operations
The 4th Audit Committee has held 3 meetings (A) from May 21, 2024 to July 1, 2024. The attendance record of independent directors is as follows:
Title
Name
Attendance in person (B)
Attendances by proxy
Attendance rate in person (%) [B/A]
Note
Independent Director
Victor Wang
3
0
100%
Convener
Independent Director
Lynette Ling Tai Chou
3
0
100%
-
Independent Director
Sherry S. L. Lin
3
0
100%
-
Independent Director
Nigel N. T. Li
3
0
100%
-
Independent Director
Ruu Tian Chang
2
1
66.7%
-
Member
Attendance
Attendance %
Yu-Cheng Chiao
10
77%
Victor Wang
13
100%
Chih-Jen Sheng*
12
92%
Lynette Ling-Tai, Chou
13
100%
2023 - Now: Discussion Topics and Meeting Results
Meeting Date
Proposal
Proceedings, Resolutions & Opinions of Audit Committee
The Company's Handling of the Audit Committee's Opinions