Committees

Taiwan Cement aims 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 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 company matters requiring consent of the Audit Committee are as below:

1. Adoption or amendment of an internal control system pursuant to Article 14-1.
2. Assessment of the effectiveness of the internal control system.
3. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans 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 and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
11. M&A matters under the Business Mergers and Acquisition Act.
12. First-third quarter financial reports.
13. Approval of matters related to the hired CPA’s annual audit and non-audit related services.
14. Communication and exchange company matters with the hired CPA.
15. Negotiation of different opinions between the Company’s management team and the hired CPA regarding the financial reports.
16. Discussion of other required financial information disclosure and reports required by the US Securities Exchange Act with the Company’s management team and the hired CPA.
17. All material matters of the Company and all material matters under the Competent Authority regulations.

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’s Review Report
The Board of Directors of Taiwan Cement Corporation has prepared the Company’s 2020 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.

Member Title Name Education / Experience
Convener Independent Director Victor Wang
  • BA in Accounting, Soochow University
  • EMBA, National Taiwan University
  • Vice Chairperson of Auditing Service Division, Deloitte Taiwan
Member Independent Director Yu-Cheng Chiao
  • BS, Communications Engineering, National Chiao Tung University
  • MS, Electrical Engineering, University of Washington, USA
  • Chairperson, Winbond Electronics Corporation
Member Independent Director Lynette Ling-Tai, Chou
  • Bachelor, Major in International Business, Department of Commerce, National Taiwan University
  • Master of Accounting, University of Houston
  • Ph.D. of Accounting, University of Houston
  • Chief of Student Affairs, Deputy Dean of Business School, Dean of Department of Accounting, National Chengchi University
  • Managing Supervisor, Taiwan Public Television Services
Member Independent Director Mei-Hwa Lin
  • Doctor of Accounting, Drexel University, USA
  • Independent Director, Shin Kong Financial Holding Co., Ltd.
  • Professor and Head of Department of Accounting, National Chengchi University
Member Independent Director Shiou Ling Lin
  • National Taiwan University Law Department
  • Chairperson, KHL Venture Capital Co., Ltd.
  • Distinguished Consultant, Lee and Li, Attorneys-at-Law
Victor Wang
Member Convener
Title Independent Director
Education / Experience
  • BA in Accounting, Soochow University
  • EMBA, National Taiwan University
  • Vice Chairperson of Auditing Service Division, Deloitte Taiwan
Yu-Cheng Chiao
Member Member
Title Independent Director
Education / Experience
  • BS, Communications Engineering, National Chiao Tung University
  • MS, Electrical Engineering, University of Washington, USA
  • Chairperson, Winbond Electronics Corporation
Lynette Ling-Tai, Chou
Member Member
Title Independent Director
Education / Experience
  • Bachelor, Major in International Business, Department of Commerce, National Taiwan University
  • Master of Accounting, University of Houston
  • Ph.D. of Accounting, University of Houston
  • Chief of Student Affairs, Deputy Dean of Business School, Dean of Department of Accounting, National Chengchi University
  • Managing Supervisor, Taiwan Public Television Services
Mei-Hwa Lin
Member Member
Title Independent Director
Education / Experience
  • Doctor of Accounting, Drexel University, USA
  • Independent Director, Shin Kong Financial Holding Co., Ltd.
  • Professor and Head of Department of Accounting, National Chengchi University
Shiou Ling Lin
Member Member
Title Independent Director
Education / Experience
  • National Taiwan University Law Department
  • Chairperson, KHL Venture Capital Co., Ltd.
  • Distinguished Consultant, Lee and Li, Attorneys-at-Law

The 2nd term Audit Committee attendance details from 2020 to July 4, 2021: 13 meetings held

Member Attendance Attendance %
Yu-Cheng Chiao 10 77%
Victor Wang 13 100%
Chih-Jen Sheng* 12 92%
Lynette Ling-Tai, Chou 13 100%
Member Attendance Attendance %
Yu-Cheng Chiao 10 77%
Victor Wang 13 100%
Chih-Jen Sheng* 12 92%
Lynette Ling-Tai, Chou 13 100%
*Chih-Jen Sheng served as an independent director from 2018-2020.

The 3rd term Audit Committee attendance details from July 5, 2021 to now: 6 meetings held

Member Attendance Attendance %
Yu-Cheng Chiao 5 83%
Victor Wang 6 100%
Lynette Ling-Tai, Chou 6 100%
Mei-Hwa Lin 5 83%
Shiou Ling Lin 5 83%
Member Attendance Attendance %
Yu-Cheng Chiao 5 83%
Victor Wang 6 100%
Lynette Ling-Tai, Chou 6 100%
Mei-Hwa Lin 5 83%
Shiou Ling Lin 5 83%

2020 - Now: Discussion Topics and Meeting Results

Meeting Date Discussion Topics Meeting Results