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Corporate Governance

In addition to complying with relevant laws and the provisions of the Articles of Incorporation, the Company is committed to protecting shareholders’ rights and interests, ensuring equal treatment of shareholders, strengthening the structure and operation of the Board, enhancing information transparency, and promoting sustainable development, in order to establish an effective corporate governance framework.

Internal Audit Organization

The Company’s internal audit unit is subordinate to the Board of Directors and is staffed with full-time audit personnel, including one internal audit supervisor and one internal audit staff member. In addition to reporting regularly to the Chairman and the Audit Committee, the internal audit supervisor is required to attend Board meetings for reports.

Functions of the Internal Audit Unit

  • Investigate and evaluate the soundness, rationality, and effectiveness of the company's internal control system and various management systems.
  • Investigate and evaluate the efficiency of each unit within the company in implementing various plans or policies and their designated functions.

Appointment, Evaluation, and Remuneration of Internal Audit Personnel

  • The appointment and removal of the Internal Audit Supervisor shall be approved by the Audit Committee and submitted to the Board of Directors for resolution. The remuneration of the Internal Audit Supervisor shall be approved by the Board of Directors, and subsequently evaluated periodically by the Remuneration Committee, which shall submit remuneration recommendations to the Board of Directors for review.
  • The appointment, removal, performance evaluation, and remuneration of internal audit personnel shall be handled in accordance with the company's established personnel management regulations, and shall be submitted by the Audit Supervisor to the Chairman for approval.

Internal Audit Operating Regulations

Internal Audit Purpose

The internal audit function assists the Board of Directors and management in examining and reviewing deficiencies in the internal-control system, measuring operational effectiveness and efficiency, and providing timely improvement recommendations. Its aim is to ensure that the internal control system remains effective and to serve as a basis for ongoing review and enhancement.

Audit Scope

Includes all departments and subsidiaries of Cerna API Solutions.

Purpose of Audit

To assist the Board of Directors and management in examining and reviewing deficiencies in the internal control system, evaluating operational effectiveness and efficiency, and providing timely recommendations for improvement. The purpose is to ensure the continuous and effective implementation of the internal control system and to serve as a basis for its review and enhancement.

Audit Methodology

  1. At the end of each year, an annual audit plan for the following year is formulated based on risk assessment results and regulatory requirements. Upon approval by the Board of Directors, the plan is submitted via the information system to the competent authority for record.
  2. Audit tasks are primarily carried out in accordance with the Board-approved audit plan, with additional special audits or reviews conducted as necessary.
  3. Audit procedures are established, covering audit items, schedules, processes, and methods. Audited units are required to fully cooperate and promptly provide all requested documents and information.
  4. The internal audit function also reviews self-assessment reports of internal controls conducted by Cenra API Solutions and its subsidiaries to verify proper execution, assess the quality of control implementation, and compile results for submission to the Audit Committee and the Board of Directors.

Audit Reporting

  1. Upon completion of each audit, the audit process is documented in working papers and summarized in an audit report.
  2. Audit reports are prepared to be objective, clear, concise, constructive, and timely.
  3. After approval, any identified deficiencies are followed up through corrective-action tracking reports to ensure timely and adequate remediation until full resolution.
  4. Monthly audit reports are submitted to independent directors of the Audit Committee for review and presented regularly to both the Audit Committee and the Board of Directors.