Procedure for Establishing the Audit Committee and Appointment Information
1. In order to provide a strong organizational governance framework, WIN formed the Audit Committee in June 2022 in accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
2. The Committee shall be exclusively composed of independent directors, with no fewer than three members. One member shall serve as the convenor, and at least one member shall have expertise in accounting or finance.
3. Each of the Committee's independent directors will serve a three-year term and be eligible for reelection. In the event of dismissal for any reason, resulting in the number of members falling below the aforementioned requirements or those stipulated in the articles of incorporation, a by-election shall be held at the next shareholders' meeting. If all independent directors are dismissed, the company shall convene an extraordinary shareholders' meeting within 60 days from the date of the occurrence to hold a by-election.
4. The first audit committee is composed of four independent directors: Mr. Chang-Chiao Han, Mr. Kuo-Lung Yen, Mr.Fu-Yun Liu, and Ms. Nien-Ni Ku. Their terms of office start from on May 28, 2025, and ends on May 27, 2028.
Audit Committee Duties
- To establish or modify the internal control system as prescribed in Article 14 of the Securities and Exchange Act;
- To evaluate the effectiveness of the internal control system;
- To establish or modify the procedures for material financial business behaviors such as acquiring or disposing assets, engaging in derivative commodity transactions, lending capital to others, endorsing or providing guarantees for others as prescribed in Article 36-1 of the Securities and Exchange Act;
- Matters concerning the directors’ personal interests;
- Material asset or derivatives transaction;
- Material monetary loan, endorsement, or provision of guarantee;
- Offering, issuance or private placement of equity securities;
- The hiring or dismissal of an attesting CPA, or the compensation given thereto;
- The appointment or discharge of a financial, accounting, or internal auditing officer;
- Annual financial reports signed or sealed by the chairman, managers, and accounting officers, as well as second-quarter financial reports required to be audited and certified by a CPA;
- Any other material matter so required by the Competent Authority.
Audit Committee Organization Regulations
Meeting Minutes of the Audit Committee and Each Member's Attendance Rate
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2025/08/11
Minutes-WIN-The 1st Meeting of the 2nd Audit Meeting
2025/05/12
Minutes-WIN-The 14th Meeting of the 1st Audit Meeting
2025/02/26
Minutes-WIN-The 13th Meeting of the 1st Audit Meeting
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2024/11/12
Minutes-WIN-The 12th Meeting of the 1st Audit Meeting
2024/08/07
Minutes-WIN-The 11th Meeting of the 1st Audit Meeting
2024/05/07
Minutes-WIN-The 10th Meeting of the 1st Audit Meeting
2024/03/28
Minutes-WIN-The 9th Meeting of the 1st Audit Meeting
2024/03/12
Minutes-WIN-The 8th Meeting of the 1st Audit Meeting
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2023/11/10
Minutes-WIN-The 7th Meeting of the 1st Audit Meeting
2023/08/08
Minutes-WIN-The 6th Meeting of the 1st Audit Meeting
2023/06/29
Minutes-WIN-The 5th Meeting of the 1st Audit Meeting
2023/03/16
Minutes-WIN-The 4th Meeting of the 1st Audit Meeting
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2022/12/28
Minutes-WIN-The 3rd Meeting of the 1st Audit Meeting
2022/10/17
Minutes-WIN-The 2nd Meeting of the 1st Audit Meeting
2022/08/11
Minutes-WIN-The 1st Meeting of the 1st Audit Meeting
Regarding the Committee members' attendance rate, please refer to the annual report of the shareholders meeting of the Company.
Communication Situations
Communication policy between the independent directors and chief audit officer, and between the independent directors and the CPAs:
- The audit report shall be prepared on a monthly basis and submitted to the independent directors for review. Should there be any internal control deficiencies, abnormal issues, or other issues that require improvement measures, a follow-up report must be prepared on a quarterly basis for tracking purposes.
- The chief audit officer shall make a brief on auditing works pursuant to relevant rules in the meeting of the Audit Committee. The items of the brief shall include works made in internal audit and controls, audit deficiency tracking, and remedy’s effectiveness shall be thoroughly communicated in the committee’s meeting.
- The CPAs report the results of financial statement audits or reviews during Audit Committee and Board of Directors meetings. Additionally, the CPAs communicate periodically with independent directors on matters such as internal control recommendations or other issues required by relevant regulations.
Independent Directors' Communication Records
Summary of communication between Independent Directors and chief audit officer:
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2025/08/11 | Separate Session | Revision of internal controls related to sustainability information / Addition of internal control procedures for the payroll and personnel cycle | No objections raised |
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2024/11/12 | Audit Committee | Amendment to the approval authority regulation | No objections raised |
| 2024/08/07 | Audit Committee | Addition to internal control system | No objections raised |
| 2024/05/07 | Audit Committee | Amendment to the approval authority regulation | No objections raised |
| 2024/03/28 | Separate Session | Discussion on adjustment of approval authority | No objections raised |
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2023/08/08 | Audit Committee | 修訂內控制度 | 提報董事會決議 |
| 2023/08/08 | Separate Session | 依據營運風險連結稽核計畫之規劃與評估機制說明 | No objections raised |
| 2023/06/29 | Audit Committee | 修訂內控制度 | 提報董事會決議 |
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2022/03/16 | Audit Committee | 1.修訂內控制度 2.內部控制制度聲明書 | 1.提報董事會決議 2.提報董事會決議 |
| 2022/12/28 | Audit Committee | 民國112年度稽核計畫 | 提報董事會決議 |
| 2022/10/17 | Separate Session | 稽核業務執行情形報告 | No objections raised |
| 2022/10/17 | Audit Committee | 修訂內控制度 | 提報董事會決議 |
| 2022/08/11 | Audit Committee | 修訂內控制度 | 提報董事會決議 |
| 2022/08/11 | Separate Session | 修訂各項內控制度之說明與溝通 | No objections raised |
Summary of communication between Independent Directors and CPAs:
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2025/08/11 | Separate Session | CPA communication on Q2 2025 consolidated financial statements | No objections raised |
| 2025/05/12 | Audit Committee | CPA communication on Q1 2025 consolidated financial statements | No objections raised |
| 2025/02/26 | Audit Committee | CPA communication on Q4 2024 consolidated financial statements | No objections raised |
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2024/11/12 | Audit Committee | 會計師針對民國113年Q3合併財務報告事項進行溝通 | No objections raised |
| 2024/08/07 | Audit Committee | 會計師針對民國113年Q2合併財務報告事項進行溝通 | No objections raised |
| 2024/05/07 | Separate Session | 會計師針對民國113年Q1合併財務報告事項進行溝通 | No objections raised |
| 2024/03/12 | Audit Committee | 會計師針對民國112年度合併財務報告事項進行溝通 | No objections raised |
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2023/08/08 | Audit Committee | 會計師針對民國112 年上半年度合併財務報告事項進行溝通 | No objections raised |
Date | Types of Meetings | Communication Focus | Conclusion |
|---|---|---|---|
| 2022/03/16 | Audit Committee | 會計師針對民國111 年度財務報表事項進行溝通 | No objections raised |
| 2022/08/11 | Audit Committee | 會計師針對民國111 年上半年度合併財務報告事項進行溝通 | No objections raised |
| 2022/08/11 | Separate Session | 說明目前公司與會計師互動情形 | No objections raised |