Audit Committee

In order to establish the Company's good corporate governance system, improve the supervision function and strengthen the management function, the Audit Committee was established on June 15, 2012 in accordance with Article 3 of the " Regulations Governing the Exercise of Powers by Audit Committees of Public Companies ".

The committee is composed of all independent directors, the number of which shall not be less than three, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. The term of office of the independent directors of this committee is three years, and they can be re-elected.

Annual Work Focus:

• Periodically communicating the audit report results with the internal audit officer according to the annual audit plan.
• Periodically exchanging opinions on the financial statements or audit results with the CPAs of the Company.
• Reviewing financial reports.
• Evaluating the effectiveness of the internal control system.
• Reviewing the appointment, discharge, remuneration and services of the CPAs.
• Reviewing the regulations of assets, derivatives, funds, loans, and endorsements and guarantees, and the transactions of major assets, fund loans and endorsements and guarantees.
• Legal compliance.

Email to Independent Directors: integrity@alphanetworks.com

Remuneration Committee

The function of the salary and compensation committee of the Company is to evaluate the salary and remuneration policy and system for directors and managerial officers based on its professional and objective position. At least two are convened every year, and meetings may also be convened at any time depending upon the need, in order to propose recommendations to the board of directors as references for the decision-making of the board of directors.

● Authority of the Salary and Compensation Committee of the Company

• Establishing and periodically reviewing the performance evaluation of directors and managerial officers as well as the policy, system, standard and structure of the remuneration.
• Periodically assessing and specifying the remuneration of directors and managerial officers.

● When the salary and compensation committee exercises its authority, it shall be performed according to the following standards

• The performance evaluation and remuneration of the directors and managerial officers shall consider the normal standard payment status in the same industry, and the reasonability of the correlation with individual performance, the Company’s business performance and future risks.
• The directors and managerial officers shall not be led to engage in any actions exceeding the risk appetite of the Company for the purpose of pursuing remuneration.
• The short-term performance bonus ratio and partial change of remuneration payment time for the directors and senior managerial officers shall consider the characteristics and nature of the business of the Company in order to determine the remuneration ratio and payment time.

Internal Audit Organization and Operation

● Internal Auditing Department Organization

The internal audit of Alpha is an independent department directly under the board of directors. It is staffed with a full-time audit officer and auditors, for a total of 2 members. The internal audit of the Company provides reports during the routine meetings of the audit committee and board of directors, and also provides reports to the chairperson and audit committee every month or whenever necessary.
The Company complies with the internal control system, and the audit office has established the internal audit implementation rules according to the internal control system.The current control system, procedure effectiveness and compliance level are executed and measured on this basis. Its scope includes all operations of the Company and subsidiaries.

● Key Focus of Audit Operations

• Establishing audit plans according to risks identified, and reporting to the board of directors for approval, followed by execution of the plans.
• Auditing whether the Company’s policies and regulations are followed properly.
• Evaluating and assisting the improvement of the design of various internal control systems and the operation effectiveness and efficiency of the Company and non-publicly listed subsidiaries.
• Reporting the audit results of each audit item to the management according to the law, in order to allow them to understand existing or potential deficiencies, and continuous tracking of the deficiency improvement status.
• Reviewing the self-inspection reports of all units of the Company and important subsidiaries, in order to use them as the basis for recommendations to the Company to issue the statement of internal control.
• Executing relevant project audits depending upon the need.

● Appointment Discharge of nternal Auditors

The appointment, dismissal, performance evaluation, and salary remuneration of the Company's internal auditors are handled in accordance with "Organizational Management Procedures", "Measures for the Appointment of New comers", "Employee Resignation Procedures and Management", "Performance Management", etc. of the Company. The evaluation process is conducted every year; the aforementioned polices have been disclosed in the Company’s internal web site.

• The appointment and discharge of internal audit officer shall be approved by the audit committee, followed by submission to the board of directors for resolution. In addition, the appointment and discharge of internal auditors shall be signed and reported by the audit officer to the chairperson; the approval procedure for general employees is adopted for reporting to the chairperson.
• The evaluation and remuneration of internal auditors of the Company shall be signed and reported by the audit officer to the chairperson; the approval procedure for general employees is adopted for reporting to the chairperson.

In the Company and important subsidiaries, one person in total has obtained the qualification of Certified Internal Auditor issued by the international Internal Auditor Association.

Corporate Governance Officer and Continuing Education Status

According to the resolution of the board meeting of the Company on March 17, 2020, Chief Financial Officer Shao-Ling Chen has been appointed to act as the Corporate Governance Officer who is responsible for the execution of corporate governance-related affairs integration, the rights and interests of shareholders protection, and strengthen the functions of the board of directors. The qualifications meet the requirements as a corporate governance officer, Article 3-1, Paragraph 1, of “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.

● Scope of Authority

• Furnishing information required for business execution by directors and the audit committee and providing the latest developments of laws related to corporate management.
• Assisting directors and the audit committee to comply with laws and regulations.
• Periodically reporting the corporate governance operational status to the corporate governance committee and the board of directors of the Company.
• Handling matters related to board meetings and shareholders’ meetings according to laws.
• Preparing meeting minutes of board meetings and shareholders’ meetings.
• Assisting in the assumption of duty of directors and audit committee members and their continuing education.

● Duty Execution

• Assisted independent directors and general directors to perform job duties, provided necessary documents and arranged continuing education for the directors.
• Provided periodic notices to members of the board of directors about the amendments and developments of the latest laws and regulations related to the field of corporate operations and corporate governance.
• Examined the confidentiality level of relevant information and provided company information necessary for directors, maintained the smoothness of communication and exchange among directors and all business supervisors.
• After board of directors’ meeting, responsible for verifying the announcements of significant information about important board resolutions in order to ensure the legality and accuracy of the significant information content and to ensure the propriety of the investor transaction information etc.
• Every year, help all board members to complete at least 6 credits of continuing education courses.
• The Company has applied for liability insurance for directors and key staffs, and reported to the board of directors after the renewal of insurance policies.
• Presently, a total of five board of directors’ meetings and five audit committee meetings have been held in 2024.
• One shareholders’ meeting have been held in 2024.
• The Company has engaged a board performance evaluation and the evaluation result showed excellence and reported to the Board of Directors in the first quarter of 2024.
• Regarding the 2023 10th term of Corporate Governance Evaluation of the Company, the result was 6-20%.
• The Company has completed an external agency evaluation of the performance of the board of directors was carried out, and board meeting to report the evaluation results in October 2023.

● The continuing education status of the corporate governance officer is as follows：