To strengthen corporate governance and enhance the management functions of the Board of Directors, the Company established the Audit Committee in 2022. Current Term: May 7, 2025 – May 7, 2028.
The professional qualifications (such as CPA or lawyer licenses) and experience (including work history, held positions, and major achievements) of the Audit Committee members are fully disclosed in the Company’s Annual Report.
The operations and management of the Audit Committee are governed by the "Audit Committee Rules" of Runder Interior Design and Decoration Engineering Co., Ltd. The committee meets at least quarterly. The main annual tasks include:
- Establishing or revising the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessing the effectiveness of the internal control system.
- Establishing or revising procedures for significant financial transactions such as acquisition or disposal of assets, derivative transactions, lending funds to others, endorsing or providing guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
- Matters involving conflicts of interest of directors.
- Significant asset or derivative transactions.
- Significant lending of funds, endorsements, or guarantees.
- Fundraising, issuance, or private placement of equity-type securities.
- Appointment, dismissal, or remuneration of certified public accountants.
- Appointment or removal of financial, accounting, or internal audit officers.
- Annual financial reports signed or sealed by the Chairman, managers, and accounting officers, as well as the second quarter financial reports audited and verified by CPAs.
- Other significant matters as prescribed by the Company or regulatory authorities.
Audit Committee Operations:
1. In the most recent fiscal year (2024), the Audit Committee held 6 meetings (A). The attendance record of the independent directors is as follows:
Title | Name | Actual attendances B | Number of proxy attendance | Actual Attendance Rate (%)【B/A】 | Notes |
---|---|---|---|---|---|
Independent Director | Lai, Kwan-Chung (Convener) |
6 | 0 | 100 | Newly appointed on June 9, 2022 6 attendances required |
Chiou, Chin-Ting | 6 | 0 | 100 | Newly appointed on June 9, 2022 6 attendances required |
|
Yang, I-Tung | 6 | 0 | 100 | Newly appointed on June 9, 2022 6 attendances required |
2. Operation of the Audit Committee in 2024
All matters specified under Article 14-5 of the Securities and Exchange Act were approved by the Audit Committee before being submitted to the Board of Directors for deliberation.
Audit Committee |
Proposal Contents and Handling |
An issue as set forth under Article 14~5 of Securities and Exchange Act. |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
---|---|---|---|
2024.03.07 |
1.Report on the Company’s internal audit for the 4th quarter, 2023. |
V |
- |
2.The discussion on the Company’s final account settlement papers for Fiscal 2023. |
V |
- |
|
3.The Company’s allocation of earnings for Fiscal 2023. |
V |
- |
|
4.The proposal of cash distribution from capital reserve. |
V |
- |
|
5.Motion on the Company’s Internal Control System Declaration for 2023. |
V |
- |
|
6.Revocation of and amendment to the Company's Rules of Procedure for Shareholders’ Meetings. |
V |
- |
|
7.Amendment to the “Accounting System”. |
V |
- |
|
8.The Company's amendment to the “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises” of the Company. |
V |
- |
|
9.The Company's formulation of the “pricing strategy”. |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 13th meeting of the 12th Board of Directors on March 7, 2024. |
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2024.03.26 |
1.The Company's plan for cash capital increase by issuing new shares before initial listing on Taipei Exchange. |
V |
- |
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 14th meeting of the 12th Board of Directors on March 26, 2024. |
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2024.05.09 |
1.Report on the Company’s internal audit for the 1st quarter, 2024. |
V |
- |
2.The Company's financial statements for the 1st quarter, 2024. |
V |
- |
|
3.Amendments to the Company's Audit Committee Charter |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 15th meeting of the 12th Board of Directors on May 9, 2024. |
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2024.08.09 |
1.Report on the Company’s internal audit for the 2nd quarter, 2024. |
V |
- |
2.The Company's financial statements for the 2nd quarter, 2024. |
V |
- |
|
3.The estimated adjustment to the Company's related party transaction amount for 2024. |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 17th meeting of the 12th Board of Directors on August 9, 2024. |
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2024.11.11 |
1.Report on the Company’s internal audit for the 3rd quarter, 2024. |
V |
- |
2.The Company's financial statements for the 3rd quarter, 2024. |
V |
- |
|
3.The Company’s proposed revision of the “Operating Procedures for Preparation and Certification of Sustainability Reports”. |
V |
- |
|
4.The Company’s proposed establishment of the “Sustainability Information Management Procedures.” |
V |
- |
|
5.Proposed amendments to the Company's “Internal Control System” and “Internal Audit Act Enforcement Rules.” |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 18th meeting of the 12th Board of Directors on November 11, 2024. |
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2024.12.24 |
1.Discussion on the independence and suitability of the CPAs hired by the Company. |
V |
- |
2.Proposal of the 2025 CPA remuneration. |
V |
- |
|
3.The Company’s 2025 business plan. |
V |
- |
|
4.The 2025 internal audit program of the Company. |
V |
- |
|
5.Amendments to the Company's “Internal Control System” and “Internal Audit Act Enforcement Rules.” |
V |
- |
|
6.The estimation of the Company's related party transaction amount for 2025. |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 19th meeting of the 12th Board of Directors on December 24, 2024. |
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2025.01.21 |
1.Report on the Company’s internal audit for the 4th quarter, 2024. |
V |
- |
2.The estimation of the Company's related party transaction amount for 2024. |
V |
- |
|
3.Proposed amendment to the Company’s “Articles of Incorporation”. |
V |
- |
|
4.Proposed amendments to the Company’s “Corporate Governance Best Practice Principles.” |
V |
- |
|
5.Amendments to the Company's “Internal Control System” and “Internal Audit Act Enforcement Rules.” |
V |
- |
|
6.Appointment of the Company's chief internal auditor. |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 20th meeting of the 12th Board of Directors on January 21, 2025. |
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2025.03.12 |
1.The Company’s final account settlement papers for Fiscal 2024. |
V |
- |
2.The Company’s allocation of earnings for Fiscal 2024. |
V |
- |
|
3.The proposal of cash distribution from capital reserve. |
V |
- |
|
4.Motion on the Company’s Internal Control System Declaration for 2024. |
V |
- |
|
Audit Committee Resolution: Approved by all attending Audit Committee members. |
|||
The Company’s response to the Audit Committee’s opinions: Approved at the 21st meeting of the 12th Board of Directors on March 12, 2025. |
Title | Name |
---|---|
Convener | Lai, Kwan-Chung |
Committee Member | Chiou, Chin-Ting |
Committee Member | Yang, I-Tung |