Corporate Governance

• Article 1
  These Rules are formulated in accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

• Article 2
  The number, term, powers, procedural rules, and resources to be provided by the Company when the Committee exercises its powers shall be governed by these Rules.

• Article 3
  The primary purpose of the Committee’s operations is to supervise the following matters :

1. Proper presentation of the Company’s financial statements;
2. Appointment, dismissal, independence, and performance of certified public accountants;
3. Effective implementation of the Company’s internal control system;
4. Compliance with relevant laws and regulations;
5. Management of actual or potential risks to the Company.

• Article 4
  The Committee shall consist entirely of independent directors, with no fewer than three members. One member shall be appointed as the convener, and at least one member must have accounting or financial expertise.
  The term of office of independent directors on the Committee shall be three years and may be renewed. If vacancies result in fewer than the required number of members, by-candidate elections shall be held at the next shareholders’ meeting. If all independent directors are removed, the Company shall convene an extraordinary shareholders’ meeting within sixty days to fill the positions.
• Article 5
  Matters required by the Securities and Exchange Act, the Company Act, or other laws to be exercised by the supervisors shall, except for the powers specified in Article 14-4, Paragraph 4 of the Securities and Exchange Act, be exercised by the Committee.Provisions regarding acts of supervisors or representation of the Company in Article 14-4, Paragraph 4 of the Securities and Exchange Act shall apply mutatis mutandis to independent directors serving on the Committee.

• Article 6
  The Committee shall have the following powers:

1. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act;
2. Assess the effectiveness of the internal control system;
3. Establish or amend procedures for major financial activities such as asset acquisition or disposal, derivative transactions, lending
   funds, endorsements, or guarantees in accordance with Article 36-1 of the Securities and Exchange Act;
4. Matters involving conflicts of interest with directors;
5. Major asset or derivative transactions;
6. Major fund lending, endorsements, or guarantees;
7. Issuance, offering, or private placement of equity securities;
8. Appointment, dismissal, or remuneration of certified public accountants;
9. Appointment or removal of finance, accounting, or internal audit officers;
10. Annual financial reports signed or stamped by the Chairman, managers, and accounting officers, and second-quarter financial reports requiring CPA audit;
11. Other major matters prescribed by the Company or competent authorities.
    
    

Decisions on the above matters require the consent of more than half of the Committee members and shall be submitted to the Board for approval. Except for Item 10, if more than half of the members do not consent, the Board of Directors may approve with a two-thirds majority of all directors. “All members” refers to members in office at the time.
The convener represents the Committee externally.

• Article 7
  The Committee shall meet at least once per quarter and may convene additional meetings as needed.
  The convener shall specify the purpose of the meeting and notify all Committee members at least seven days in advance, except in urgent circumstances.
  The Committee shall elect a convener and chair from among the members. If the convener is absent or unable to convene, they shall designate another independent director; if no designation is made, the members shall elect a temporary chair.
  The Committee may invite relevant managers, internal auditors, CPAs, legal advisors, or other personnel to attend meetings and provide necessary information, but they shall leave the room during discussion and voting.
  The Company shall prepare relevant materials for reference by Committee members during meetings.

• Article 8
  The Company shall maintain a sign-in sheet for Committee meetings. Members shall attend in person; if unable, they may appoint another independent director as proxy. Participation via video conference is deemed personal attendance.
  Proxy authorization shall be issued for each meeting and specify the scope of authority.
  Decisions require consent of more than half of all members. Results shall be reported immediately and recorded.
  If the Committee cannot convene for justifiable reasons, matters may be resolved by two-thirds of all Board members, except for Item 10 of Article 6, which requires independent directors’ opinions. Proxy authorization is limited to one member per authorization.

• Article 9
  Minutes shall accurately record :

1. Meeting session, date, time, and location;
2. Chairperson’s name;
3. Attendance of independent directors, including leave or absence;
4. Names and titles of attendees;
5. Recorder’s name;
6. Reports;
7. Discussion items: voting methods and results, summary of remarks by independent directors, experts, and others, disclosure of related-party matters, reasons for recusal, and dissenting or reserved opinions;
8. Extraordinary motions: proposer, voting methods and results, summary of remarks, related-party disclosures, recusal reasons, dissenting or reserved opinions;
9. Other necessary records.
   Sign-in sheets are part of the minutes and shall be properly maintained during the Company’s existence. Minutes shall be signed or stamped by the chair and recorder, distributed to all independent directors within 20 days, filed as important Company records, and retained during the Company’s existence. Minutes may be prepared and distributed electronically.

• Article 10
  The convener shall set the agenda. Other members may propose items for discussion.

• Article 11
  Independent directors with conflicts of interest shall disclose relevant details. If matters may harm Company interests, they shall recuse themselves from discussion and voting, and may not act as proxy for other members.
  Spouses or relatives within the second degree of consanguinity with a member, who have a conflict, are deemed to have a personal interest. If this prevents the Committee from resolving matters, the Board shall decide.

• Article 12
  The Company shall record or video the entire meeting and retain records for at least five years, electronically if desired.
  If litigation arises before the retention period expires, recordings shall be preserved until the conclusion of the litigation. Video conference recordings are part of the minutes and must be properly maintained during the Company’s existence.

• Article 13
  The Committee may, by resolution, engage lawyers, CPAs, or other professionals to provide necessary review or advice on matters under Article 6. Costs shall be borne by the Company.

• Article 14
  Committee members shall perform their duties with the care of a good administrator, faithfully execute responsibilities under these Rules, report to the Board, and submit proposals for Board decision.

• Article 15
  The Committee shall periodically review organizational matters and provide suggestions to the Board. Execution of matters approved by the Committee may be delegated to the convener or other members, who shall report in writing or orally and seek ratification in the next meeting as necessary.

• Article 16
  These Rules shall take effect upon approval by the Board and shall follow the same procedure for amendments.
  

• Article 1
  These Rules are formulated to establish sound corporate governance and to ensure proper management of the Audit Committee’s operations, in accordance with the Guidelines for Establishing Internal Control Systems by Public Companies and the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

• Article 2
  All management operations related to the Audit Committee shall be conducted in accordance with these Rules.

• Article 3
  Operational details of the Audit Committee are as follows :

1. The Audit Committee Organizational Charter shall include member composition, number and term of office, powers, procedural rules, resources provided by the Company when exercising powers, disclosures, and other compliance matters. The Company shall publish the Charter on its website and on the Market Observation Post System for reference.
2. The number, professional qualifications, and independence of Committee members shall comply with Article 4 of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
3. Committee members shall perform their duties faithfully with the care of a good administrator in accordance with the powers set forth in Article 6 of the Audit Committee Organizational Charter.
4. The Committee shall meet at least once per quarter. The convener shall specify the purpose of the meeting and notify members at least seven days in advance, except in urgent circumstances. The convener and convening procedures shall comply with Article 7 of the Audit Committee Organizational Charter.
5. The agenda shall be set by the convener, and other members may propose items for discussion. The agenda shall be provided to members in advance.
6. Attendance and decision-making:
1. A sign-in sheet shall be prepared for all members attending the Committee meeting.
2. Members shall attend in person; if unable, they may authorize another Audit Committee member to attend as proxy. Participation via video conference is deemed personal attendance.
3. Proxy authorization shall be issued for each meeting and specify the scope of authority. Only one proxy is allowed per member.
4. Decisions require consent of more than half of all members. If the chairperson inquires and no objections are raised, the motion is deemed passed with the same effect as a vote. Voting results shall be reported immediately and recorded.
7. Minutes :
1. Minutes shall be prepared for all Committee proceedings in accordance with Article 9 of the Audit Committee Organizational Charter.
2. The sign-in sheet is part of the minutes; for video conference meetings, video and audio recordings are also part of the minutes.
3. Minutes shall be signed or stamped by the chair and recorder, distributed to Committee members within 20 days, filed as important Company records, and permanently preserved during the Company’s existence.
4. Preparation and distribution of minutes may be done electronically.
8. Attendees: The Committee may invite directors, relevant department managers, internal auditors, CPAs, legal advisors, or other personnel to attend and provide necessary information.
9. The Committee may, by resolution, engage lawyers, CPAs, or other professionals to provide necessary review or advice regarding the exercise of powers. The Company shall bear related costs.
10. Matters approved by the Committee or subsequent execution of tasks assigned under Article 13 of the Audit Committee Organizational Charter may be delegated to the convener or other members, who shall report in writing to the Committee during the execution period and, if necessary, submit for ratification at the next meeting.
    
    Article 4
    These Rules shall take effect upon approval by the Board of Directors and shall follow the same procedure for amendments.