Sorry, this entry is only available in 繁中.

Sorry, this entry is only available in 繁中.

Audit Committee

Genovate established the Audit Committee in June 2017. The Audit Committee is responsible for the following duties and shall submit its recommendations to the Board of Directors for discussion:

1. Formulating or amending 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 amending procedures for significant financial transactions involving acquisition or disposal of assets, derivative transactions, loans of funds to others, endorsement for others, or provision of guarantees in accordance with Article 36-1 of the Securities and Exchange Act.

4. Matters involving conflicts of interest of directors themselves.

5. Significant asset or derivative transactions.

6. Significant loans of funds, endorsements, or guarantees.

7. Offering, issuance, or private placement of equity securities.

8. Appointment, dismissal, or compensation of chartered public accountants (CPA).

9. Appointment or removal of heads of finance, accounting, or internal audit.

10. Quarterly and annual financial reports.

11. Other significant matters as required by other companies or competent authorities.

Please refer to Genovate Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Remuneration Committee

The Board of Directors has established the Remuneration Committee in accordance with the Securities and Exchange Act of the Republic of China. As per the regulations, the Remuneration Committee must include at least one independent director as defined by the Securities and Exchange Act. The Remuneration Committee currently consists of three members, all of whom are independent directors.

In accordance with the organizational regulations approved by the Board of Directors, the Remuneration Committee is responsible for establishing and reviewing policies, systems, standards, and structures related to the evaluation of the performance and compensation of directors and executives. The committee also evaluates the remuneration of directors and executives.

The Remuneration Committee convenes regular meetings at least twice a year.

Please refer to Genovate Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Internal Audit Organization and Operation

1.Purpose of Internal Audit:

The purpose of internal audit is to assess and examine the effectiveness of internal control systems, the reliability of reporting, compliance with relevant regulations, and to assist the board of directors and management in identifying deficiencies in internal control systems and measuring operational effectiveness and efficiency. It aims to provide timely recommendations to ensure continuous effective implementation of internal control systems and serve as a basis for reviewing and revising these systems.

2.Internal Audit Organization:

The company has established an independent internal audit unit reporting to the board of directors, headed by a Chief Internal Auditor who attends board meetings to report on audit activities. Apart from the appointment and dismissal of the Chief Internal Auditor, which requires approval from the Audit Committee and resolution by the board of directors, other matters such as appointment, evaluation, and compensation of internal audit personnel follow the company’s human resources management procedures, performance assessment methods, and employee compensation distribution rules. These are signed off by the Chief Internal Auditor and approved by the Chairman of the Board. Performance assessments for audit personnel follow the same procedures as for regular employees, involving self-assessment, initial review by the Chief Internal Auditor, and final decision by the Chairman of the Board.

3.Explanation of Internal Audit Operations:

4.Audit Scope: Internal audit activities include examining and evaluating the effectiveness of the internal control system design and execution in various units and subsidiaries of the company.

5.Audit Targets: Audit targets encompass all business responsibilities of the company’s units and subsidiaries.

6.Audit Procedures:

(a)

Annual audit plan: A draft of the annual audit plan is prepared before the end of each year and executed after approval by the board of directors.

(b)

Conducting audit operations: Audits are conducted according to the approved annual audit plan or as per directives from the company’s board of directors or management, specific projects, or business needs.

(c)

Self-inspection operations: Supervising each internal unit and subsidiary to conduct an annual self-inspection of their internal control systems and reviewing their self-inspection reports.

1. Submission and Reporting of Audit Reports:

(a)

After the audit report and follow-up report are reviewed and confirmed, they are submitted for inspection by relevant supervisory authorities by the end of the month following the completion of audit items.

(b)

In case of discovering significant violations or potential significant damage to the company during audit operations, immediate reporting and notification to relevant supervisory authorities are required.

(c)

If there are deficiencies in audit reports, relevant units are requested to cooperate in improvement efforts.

1. Implementation Status of Corrective Actions:

Internal audit personnel regularly prepare follow-up reports on identified deficiencies and anomalies in the internal control system to ensure that appropriate corrective measures have been taken by the relevant units.

1. External Reporting Operations:

In accordance with the “Guidelines for Establishing Internal Control Systems for Publicly Issued Companies,” all required reporting and record-keeping operations are conducted within specified deadlines using the designated internet information system format.