Audit Committee

PTC’s Audit Committee has been set up since 2006, and the latest-term committee was formed in 2023 by four new independent directors. The Audit Committee is taking the responsibility for carrying out the fair representation of the Company's financial statements, appointment or dismissal of attesting CPAs and evaluation of CPAs’ independence and performance, effective implementation of the Company’s internal control, the Company's compliance with relevant laws and regulations, control and management of existing or latent risks, etc. 

The Audit Committee meets regularly each quarter. The Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It can invite the Company's management team, internal auditors, the Company's independent external auditors, and all employees of the Company to join the meeting.

Four independent directors are selected at the Company’s Regular Shareholders’ Meeting to form the Audit Committee. Its primary duties are as follows: 

  • Stipulation or amendment of internal control system in accordance with Article 14-1 of the Securities and Exchange Act
  • Appraisal of internal control system effectiveness
  • Formulate or revise the handling procedures for the acquisition or disposal of assets, engagement in derivative transactions, loaning of funds to others, provisions of endorsement or guarantee to others, and other significant financial or business actions in accordance with the provisions in Article 36-1 of the Securities and Exchange Act.
  • Matters involving the personal interest of directors.
  • Transactions on material assets or derivative commodities.
  • Material monetary loan, endorsement, or provision of guarantee.
  • The offer, issuance or private placement of securities of equity nature.
  • The appointment, discharge or remuneration of certified public accountants.
  • The appointment and discharge of the head of finance, accounting, or internal audit.
  • The annual financial statements signed or stamped by the chairman, managerial officers and accounting controller and the quarterly financial statements signed or stamped by the chairman, managerial officers and accounting controller, and reviewed by CPAs.
  • Business report, proposal for profit distribution or loss make-up.
  • Other significant matters stipulated by the Company or competent authorities.
     

 

Professional qualifications and experience of audit committee members

PTC's Independent Directors have accounting audit, corporate governance, internal audit control, and financial management expertise:

  1. Independent Director Wu specializes in financial accounting, corporate governance and internal audit, has rich experience in enterprise management, payroll performance management and corporate growth, and has the ability to analyze and apply financial information.
  2. Independent Director Tsai specializes in financial professional, corporate management, etc., and has a US accountant qualification, which is very beneficial to the company's future operation layout and financial planning.
  3. Independent Director Yu Feng Ma serves as the Audit Committee Convener, currently teaches Assistant Professor of Business Administration, St. John's University of Technology, specializing in financial management, corporate governance and financial management, and has extensive experience in business management and business growth, and has the ability to analyze and apply financial information.

Independent Director Chen has a master degree from the Accounting Dept. of National Chengchi University and has served as an independent director and audit committee member of the company since 2023. He serves as a partner accountant at Nexia United Accounting Firm. He specializes in financial accounting and corporate governance. internal auditing and other professional capabilities. He has extensive experience in corporate operations and corporate growth, and have the ability to analyze and apply financial information.

 

The attendance of Independent Directors

Title

Name

Attendance in Person (B)

By Proxy

Attendance Rate (%)

Remark

Independent Director

Yu-Feng Ma

4

0

100%

 

Independent Director

Hsueh-Min Wu

4

0

100%

 

Independent Director

Yi-Chen Tsai

4

0

100%

 

Independent Director

Zhi-Ling Chen

2

0

100%

 

Other matters:

  1. With regard to the operations of the Audit Committee, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all Audit Committee resolutions, and the Company’s response to the Audit Committee's opinions shall be specified:
  1. Matters referred to in Article 14-5 of the Securities and Exchange Act:

Date

Term

IMPORTANT RESOLUTIONS

Opinions of all Independent Directors and the company's handling of Independent Directors' opinions

2022/02/25

7th meeting of 5th term

  1. Recognized the company's 2021 annual financial statements and consolidated financial statements.
  2. Amendments to some of the provisions of the Company's Procedures for Acquisition or Disposal of Assets.
  3. 2022 CPA auditing fee.

No objection or reservation of all Independent Directors

2022/11/10

10th meeting of 5th term

  1. Added “Procedures for Handling Important Internal Information”.
  2. The Company intends to change the CPA..

No objection or reservation of all Independent Directors

  1. Other matters that were not approved by the Audit Committee but were approved by two-thirds or more of all Directors: None.

None.

  1. Regarding recusals of independent Directors due to conflicts of interests, the names of the independent Directors, contents of motions, reasons for recusal, and results of voting shall be specified: None.

None.

  1. Communications between the independent Directors, the Company's chief internal auditor, and CPAs (shall include the material items, methods and results of audits of corporate finance or operations, etc.).

The company's independent Directors according to the organizational rules of the audit committee, audit committee audit report and financial statements on a regular quarterly basis, and from time to time the company's financial and business needs to hold an interim audit meeting to review. The company's audit supervisor and accountant attend the audit committee regularly to provide reports and reports related to the motion, and from time to time according to the requirements of independent Directors, to provide various financial and business information for their audit and reference.

  1. Annual work priorities and operation:
  1. The audit committee of the company consists of three independent Directors, according to the organizational rules of the audit committee, the annual deliberation focus includes:
    1. Financial statements.
    2. Revision of internal control system and implementation status of internal audit
    3. Visa accountant appointment, resignation and compensation assessment
    4. Major Assets, Derivatives, Capital Lending and Endorsement Guaranteed Transactions
    5. Matters involving the Directors' own interest
    6. Major matters stipulated by the competent authorities
  2. In 2022, the audit committee meeting was held four times and audit committee attendance rate was 100%.