Audit Committee

To strengthen the internal supervision mechanism of corporate governance and enhance operational effectiveness, TCC established the Audit Committee to replace supervisors in accordance with the Securities and Exchange Act, effective from June 27, 2012. The Committee is composed entirely of independent directors.

1. Establishment or amendment of internal control system in accordance with Article 14-1 of the Securities and Exchange Act.

2. Assessment of the effectiveness of the internal control system.

3. Establishment or amendment of procedures for significant financial and business activities such as acquisition or disposal of assets, derivatives trading, loans to others, and endorsements or guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.

4. Matters involving directors' interests.

5. Significant transactions of assets or derivatives.

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

7. Public offering, issuance, or private placement of equity-type securities.

8. Appointment, dismissal, or remuneration of certified public accountants.

9. Appointment or dismissal of finance, accounting, or internal audit supervisor.

10. Annual financial reports.

11. Merger and acquisition matters regulated by the Business Mergers and Acquisitions Act.

12. First quarter to third quarter financial reports.

13. Approval of annual audit and non-audit services provided by TCC's CPAs.

14. Communications with TCC's CPAs.

15. Negotiation of disagreements between management and TCC's CPAs regarding financial reports.

16. Discussion with management and TCC's CPAs regarding other financial information and reports required under the U.S. Securities Exchange Act.

17. Other significant matters stipulated by TCC or the regulatory authorities.

Review of Financial Reports

TCC's 2023 business report, financial statements, and earnings distribution proposal prepared by the Board of Directors have been completed. The financial statements were audited by Deloitte Taiwan, which has issued its audit report. 
The aforementioned business report, financial statements, and earnings distribution proposal have been examined by this Audit Committee and found to be in order.

Information of the 4th-Term Committee Members

MembersTitleNameKey Experience and EducationProfessional Qualifications and Experience
ConvenerIndependent DirectorVictor WANG
  • EMBA, National Taiwan University
  • Former Chief Operating Officer and Vice Chairman of Audit Services Department at Deloitte Taiwan.
  • Independent Director and the convener of the Audit Committee, member of the Remuneration Committee, Risk Management Executive Committee, and Corporate Sustainable Development Committee.
  • Mr. Victor WANG has served as an Independent Director of TCC for 3 terms. He previously served as the Vice Chairman of Deloitte Taiwan and currently hold a director at Yageo Corporation, as well as Independent Director roles at Taiwan Air Cargo and Da Cin Construction, and other listed companies. He has over 30 years of extensive experience in finance and accounting. His areas of expertise include operational management, crisis management, industry insights, corporate sustainability, and international markets. During his tenure as TCC's Independent Director, he has provided valuable recommendations and guidance audit, finance, and business analysis. TCC will continue to rely on his expertise to oversee company operations.
Committee MemberIndependent DirectorLynette Ling-Tai CHOU
  • PhD of Accounting, University of Houston
  • Dean of Student Affairs, Deputy Dean of the College of Commerce, and Department Chair of Accounting at National Chengchi University
  • Managing Supervisor, Taiwan Public Television Services
  • Independent Director the convener of the Remuneration Committee, member of the Audit Committee, Risk Management Executive Committee, Corporate Sustainable Development Committee, and Nomination Committee at TCC.
  • Ms. Lynette Ling-Tai CHOU has over 30 years of professional expertise in accounting and auditing. She currently serves as an Independent Director of Next Commercial Bank Co., Ltd. Her areas of expertise include accounting and auditing, industry insights, corporate sustainability, and international markets. During her tenure as TCC's Independent Director, she has provided valuable recommendations and guidance on audit, finance, and business analysis. TCC will continue to rely on her expertise to oversee company operations.
Committee MemberIndependent DirectorSherry S. L. LIN
  • National Taiwan University, Department of Law
  • Chairman, Bar Koo Investment Corporation
  • Special Consultant at Lee and Li, Attorneys-at-Law
  • Independent Director and the convener of the Risk Management Executive Committee, member of the Audit Committee, Remuneration Committee, Corporate Sustainable Development Committee, and Nomination Committee.
  • Ms. Sherry S. L. LIN currently serves as a Senior Counsel at Lee and Li, Attorneys-at-Law. She previously served as an Independent Director of Cathay Real Estate Development and held director roles for other listed companies. She has over 40 years of extensive experience handling legal and financial projects across different industries. Her areas of expertise include operational management, crisis management, industry insights, corporate sustainability, and international markets. She provides valuable recommendations and guidance on audit, finance, and mergers and acquisitions. TCC will continue to rely on her expertise to oversee company operations.
Committee MemberIndependent DirectorRuu-Tian CHANG
  • MBA, University of Minnesota System
  • Executive Vice President, Gartner Group Taiwan Limited
  • Independent Director and member of the Audit Committee and Remuneration Committee.
  • Ms. Ruu-Tian CHANG has over 20 years of extensive experience in information technology. She currently serves as Executive Vice President of Gartner Group Taiwan Limited. She previously served as Chief Information Officer of CTBC Financial Holding and held director roles for other listed companies. Her areas of expertise include operational management, crisis management, industry insights, corporate sustainability, and international markets. TCC will continue to rely on her expertise to oversee company operations.

Attendance of the 4th Audit Committee

The 4th Audit Committee held a total of 8 meetings from May 21, 2024 to date. The attendance of committee members is as follows.

TitleNameActual Attendance (B)Proxy Attendance (A)Actual Attendance Rate (%) (B/A)Remarks
Independent Director
(Convener)		Victor WANG70100% 
Independent DirectorLynette Ling-Tai Chou6185.7% 
Independent DirectorSherry S. L. LIN70100% 
Independent DirectorNigel N. T. LI60100%Resigned on October 9, 2024
Independent DirectorRuu-Tian CHANG6185.7% 

Important Resolutions of the 3rd Audit Committee

Important Resolutions of the 3rd Audit Committee from July 5, 2021, to December 31, 2023.

Operations of the Audit Committee in 2023 (CH)Operations of the Audit Committee in 2022 (CH)Operations of the Audit Committee in 2021 (CH)

Operations of the Audit Committee

The 4th
The 3rd

Term of the 3rd Audit Committee: July 5, 2021 to May 21, 2024; Term of the 4th Audit Committee: May 21, 2024 to May 20, 2027.

Audit Committee Meeting DateProposal DetailsAudit Committee ResolutionTCC's Response to the Audit Committee's Opinions
2024.5.21
The 1st Meeting of the 4th Term
Extraordinary Audit Committee Meeting		Election of the Chairperson and convener.All attending committee members unanimously elected Committee Member Victor WANG as the Chairperson and convener of the meeting.-
2024.6.12
The 2nd Meeting of the 4th Term
Extraordinary Audit Committee Meeting		TCC proposes to make a public tender offer for the shares of NHOA S.A. in accordance with relevant French securities and exchange laws and its delisting as required by law.All attending committee members approved as proposed.Director Roman CHENG, who serves as the CSEO appointed by TCC to NHOA S.A., did not participate in the discussion and voting and left the meeting due to conflict of interest.This case was approved by the 2nd extraordinary meeting of the 4th Audit Committee, and after thorough discussion among directors and the management team at the Board meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
2024.8.13
The 4th Meeting of the 4th Term
Audit Committee Meeting		TCC's consolidated financial report for the second quarter of 2024.All attending committee members approved as proposed.All attending directors approved as proposed.
TCC proposes to invest in the real estate business - The business division of the Yisen section on Keelung Road in Xinyi District, Taipei City, is to be transferred to TCC Asset Management and Development Co., Ltd.All attending committee members approved as proposed.All attending directors approved as proposed.
TCC proposes to increase capital investment in its subsidiary NHOA.TCC Corporation.All attending committee members approved as proposed.All attending directors approved as proposed.
Subsidiary NHOA.TCC (Hangzhou) Co., Ltd. proposes to invest approximately RMB 80 million to build a manufacturing facility for Ultra-High Performance Concrete (UHPC) components.All attending committee members approved as proposed.All attending directors approved as proposed.
Budget report for the first phase of construction of alternative raw materials/fuel storage and transportation equipment (storage construction) at TCC's Hoping Plant.All attending committee members approved as proposed.All attending directors approved as proposed.
TCC proposes to lease office spaces of Room 1105 and Room 1106 on the 11th floor of No. 96, Section 2, Zhongshan North Road, Taipei City, owned by Chia Hsin Asset Management & Development Co., Ltd.All attending committee members approved as proposed.Director Kang-Lung (Jason) CHANG and Director Liz WANG recused themselves from the meeting due to conflicts of interest and did not participate in the discussion or voting. This case was approved by the 4th meeting of the 4th Audit Committee, and was passed without objection by all attending directors after being consulted by the Chairperson.
2024.8.20
The 5th Meeting of the 4th Term
Extraordinary Audit Committee Meeting		TCC proposes to make a public tender offer for the shares of NHOA S.A. in accordance with relevant French securities and exchange laws and its delisting, and subsequent related matters.All attending committee members approved as proposed.Chairman Nelson An-ping Chang and Director Roman CHENG, who serve as the Chairman and CSEO of NHOA S.A. appointed by TCC, respectively, recused themselves and left the meeting due to conflicts of interest and did not participate in the discussion or voting. This case was approved by the 5th extraordinary meeting of the 4th Audit Committee, and was passed without objection by all attending directors after being consulted by Acting Chairman Independent Director Victor WANG.
2024.9.13
The 6th Meeting of the 4th Term
Extraordinary Audit Committee Meeting		TCC's proposal to issue the first domestic unsecured convertible corporate bonds (as sustainability-linked bonds) and the first overseas unsecured convertible corporate bonds for 2024.All attending committee members approved as proposed.Chairman Nelson An-ping Chang and Director Roman CHENG, who serve as the Chairman and CSEO of NHOA S.A. appointed by TCC, respectively, recused themselves and left the meeting due to conflicts of interest and did not participate in the discussion or voting. This case was approved by the 5th extraordinary meeting of the 4th Audit Committee, and was passed without objection by all attending directors after being consulted by Acting Chairman Independent Director Victor WANG.
TCC's proposal to increase its investment in Taiwan Cement (Dutch) Holdings B.V, a wholly-owned subsidiary in the Netherlands.All attending committee members approved as proposed.Director Kang-Lung (Jason) CHANG and Director Liz WANG recused themselves from the meeting due to conflicts of interest and did not participate in the discussion or voting. This case was approved by the 4th meeting of the 4th Audit Committee, and was passed without objection by all attending directors after being consulted by the Chairperson.
TCC proposes to increase the endorsement guarantee its wholly-owned Dutch subsidiary Taiwan Cement (Dutch) Holdings B.V to EUR 300 million for the issuance of green corporate bonds.All attending committee members approved as proposed.Director Kang-Lung (Jason) CHANG and Director Liz WANG recused themselves from the meeting due to conflicts of interest and did not participate in the discussion or voting. This case was approved by the 4th meeting of the 4th Audit Committee, and was passed without objection by all attending directors after being consulted by the Chairperson.
2024.11.11
The 7th Meeting of the 4th Term
Audit Committee Meeting		Proposal regarding the change to TCC's accounting audit personnel.All attending committee members approved as proposed.All attending directors approved as proposed.
Proposal regarding the change to TCC's Accounting Supervisor.All attending committee members approved as proposed.All attending committee members approved as proposed.
TCC's consolidated financial report for the third quarter of 2024.All attending committee members approved as proposed.All attending committee members approved as proposed.
Follow-up plan for the "Oliver 2 Project" investment in Portugal.All attending committee members approved as proposed.All attending committee members approved as proposed.
Proposed to sell 3 land parcels numbered 4, 5, and 10 in the TCC section of Zhudong Township, Hsinchu County.All attending committee members approved as proposed.All attending committee members approved as proposed.
2024.12.24
The 8th Meeting of the 4th Term
Audit Committee Meeting		TCC proposes to increase the endorsement guarantee for its wholly-owned Dutch subsidiary TCC Dutch Holdings B.V. to EUR 500 million for the issuance of green corporate bonds.All attending committee members approved as proposed.All attending directors approved as proposed.
The budget proposed for capital requirements during the preparation period of the Taipei Xinyi Project by TCC's subsidiary, TCC Assets Management and Development.All attending committee members approved as proposed.All attending committee members approved as proposed.
Proposed addition and amendment parts of TCC's Internal Control PolicyAll attending committee members approved as proposed.All attending committee members approved as proposed.
Proposed compilation of TCC's 2025 audit plan.All attending committee members approved as proposed.All attending committee members approved as proposed.
Proposed amendment to TCC's internal audit implementation rules.All attending committee members approved as proposed.All attending committee members approved as proposed.
Audit Committee Meeting DateProposal DetailsAudit Committee ResolutionTCC's Response to the Audit Committee's Opinions
2024.2.27
The 30th Meeting of the 3rd Term
Audit Committee Meeting		TCC's 2023 individual and consolidated financial statements.All attending committee members approved as proposed.All attending directors approved as proposed.
TCC's regular evaluation of the professionalism, competency, and independence of the CPAs.All attending committee members approved as proposed.All attending committee members approved as proposed.
Proposal to issue TCC's 2023 Statement on Internal Control System.All attending committee members approved as proposed.All attending committee members approved as proposed.
Proposal to amend TCC's Internal Control System and approve the new version of the Internal Control Compilation.All attending committee members approved as proposed.All attending committee members approved as proposed.
2024.3.20
The 31st Meeting of the 3rd Term
Audit Committee Meeting		Proposal for TCC's 2023 earnings distribution.All attending committee members approved as proposed.All attending directors approved as proposed.
TCC proposes to plan and carry out a long-term capital fundraising project.All attending committee members approved as proposed.All attending committee members approved as proposed.
2024.5.14
The 32nd Meeting of the 3rd Term
Audit Committee Meeting		TCC's consolidated financial statements for the first quarter of 2024.All attending committee members approved as proposed.All attending directors approved as proposed.
Proposal for subsidiary, TCC Green Energy Corporation, to lease land in Changbin from TCC Resource Recycling Corporation.All attending committee members approved as proposed.All attending committee members approved as proposed.
In response to the group policy and to expand renewable energy deployment, the subsidiary TCC Green Energy Corporation proposes to invest in the Kaohsiung Yong'an fishery-solar power plant.All attending committee members approved as proposed.All attending committee members approved as proposed.
To continuously promote sustainable management and optimize the internal control system, TCC proposes to amend its Internal Control Policy.All attending committee members approved as proposed.All attending committee members approved as proposed.

Information on committee members and meeting convening status, please refer to TCC's annual report or visit the Market Observation Post System.