Committee

WNC has established an audit committee that meets prior to the Board of Directors meeting every quarter to monitor the execution of WNC’s internal controls and important financial and sales behavior and to communicate and interact with CPAs in order to effectively supervise company operations and risk management. The audit committee’s specialized division of duties and independent positions assists the Board of Directors in the execution of its supervisory capacity, raising WNC’s financial standing and credibility. The audit committee is composed of all of the independent directors with at least one member having a specialization in accounting or finance. Terms of office are three years and are renewable. Currently, the committee has four members. Audit committee meetings are held at least once every quarter. In 2022, the committee met four times.

Responsibilities and authorities of the Audit Committee

Adoption of or amendments to internal control systems pursuant to Article 14-1 of the Securities and Exchange Act
Assessment of the effectiveness of the internal control systems
Adoption of or amendments to material financial or operational procedures concerning the acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, and endorsements or guarantees for others pursuant to Article 36-1 of the Securities and Exchange Act
Matters that involve personal interests of directors
Material transactions of assets or derivatives
Material loans, endorsements, or guarantees
Public offerings, issuance or private placement of any type of equity securities
Appointment or dismissal of certified public accountants of WNC and assessing such accountants’ remuneration
Appointment or dismissal of the officer-in-charge of finance, accounting, or internal auditing departments
Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, executive officers, and the accounting manager.
Any other material matters related to WNC or required by the competent authority

Resolutions pursuant to any of the preceding subparagraphs shall be subject to the consent by one-half or more of all Committee members, and then such resolutions shall be submitted to the Board of Directors for a resolution. If less than one-half or more of all the Committee members do not consent to a resolution pursuant to any of the preceding subparagraphs (except subparagraph 10), it may be adopted upon the consent of two- thirds or more of the entire Board of Directors. The resolution of the Committee shall be recorded in the meeting minutes of the Board of Directors.

Audit Committee Members Attendance Status in 2023

There are four members on the Audit Committee.
The term of the current Audit Committee runs from June 7, 2023 to June 6, 2026. A total of five Audit Committee meetings were held in 2023. The meeting attendance record of the Audit Committee members is as follows:

Name	Title	Attendance in person	By proxy	Attendance rate in person (%)
Karen Hsin	Independent Director Member of the Audit Committee	5	0	100%
T. Y. Lay	Independent Director Member of the Audit Committee	4	0	100%
Lillian Chao	Independent Director Member of the Audit Committee	2	1	67%
Rosie Yu	Independent Director Member of the Audit Committee	3	0	100%
Neng-Pai Lin	Independent Director Chairperson of the Audit Committee	2	0	100%
Michael Tsai	Independent Director Member of the Audit Committee	1	1	50%

Note 1: Ms. Lillian Chao and Ms. Rosie Yu were voted in as independent directors and Audit Committee members during the annual shareholders’ meeting on June 7, 2023, thus they should have attended three Audit Committee meetings.
Note 2: Mr. Neng-Pai Lin and Mr. Michael Tsai stepped down after their terms expired, thus they should have attended two Audit Committee meetings.

Major resolutions of the main issues communicated in 2023

Date of the Meeting	Summary
The 12^th meeting of the 4^th session (2023.03.10)	WNC’s 2022 business report and financial statements Proposal for distribution of WNC’s 2022 profits Proposal for issuance of restricted stock awards to key employees Proposal for hiring of qualified CPAs from KPMG to serve as auditors for WNC’s 2023 Annual Report as well as audit WNC’s audit fees in 2023 Proposal for establishing the Non-Assurance Services Pre-Approval Policy Proposal for amending certain parts of the guidelines on internal control systems as well as related control measures and audit items Proposal for 2022 Statement on Internal Control
The 13^th meeting of the 4^th session (2023.5.10)	WNC’s 2023 Q1 consolidated financial statements Proposal for increasing cash capital through issuance of new shares in 2023 Proposal for the fourth issuance of domestic unsecured convertible corporate bonds
The 1^st meeting of the 5^th session (2023.07.31)	Election of the meeting convener for the Audit Committee WNC’s 2023 Q2 consolidated financial statements Proposal for amending the internal control system for the stock affairs unit
The 2^nd meeting of the 5^th session (2023.11.01)	Proposal regarding the list of non-executive-officer personnel receiving restricted stock awards, the amount of stock said personnel receive, and other related issues WNC’s 2023 Q3 consolidated financial statements Proposal for WNC’s 2024 annual audit plan
The 3^rd meeting of the 5^th session (2023.12.20)	Proposal for investing a maximum of US$25,000,000 to establish a new US subsidiary Proposal for investing a maximum of US$5,000,000 to purchase a 100% equity stake in Resideo Manufacturas de Chihuahua, S. de. R.L. de C.V. Proposal for appointing a new Controller

Description of communications between independent directors and both internal and independent auditors

Communications between the independent directors and the internal auditors

The independent directors received monthly audit reports. The internal auditors presented the findings of their audit reports and communicated the status of follow-up implementation to members of the Audit Committee at their quarterly meetings.
Independent directors and internal auditors have communicated well. The main issues communicated in 2023 are presented as follows:

Date of the Meeting	Summary
The 12^th meeting of the 4^th session (2023.03.10)	Reviewed the findings of the 2022 Q4 audit reports Reviewed the results of the 2022 internal control self-assessment reports Reviewed and approved the 2022 Statement on Internal Control Reviewed and approved revisions to certain parts of the guidelines on internal control systems, relevant control measures, and audit items
The 13^th meeting of the 4^th session (2023.5.10)	Reviewed the findings of the 2023 Q1 audit reports
The 1^st meeting of the 5^th session (2023.07.31)	Reviewed the findings of the 2023 Q2 audit reports Reviewed and approved the revised internal control system for the stock affairs unit
The 2^nd meeting of the 5^th session (2023.11.01)	Reviewed the findings of the 2023 Q3 audit reports Reviewed and approved the 2024 annual audit plan

Results: Communication matters between the independent directors and the internal auditors were reviewed or approved by the Audit Committee, with no objections from the independent directors.

Communications between the independent directors and the CPAs

The independent auditors presented the findings of their quarterly review and audit results on corporate finances, internal control, and other matters specified by related regulations at the quarterly meetings of the Audit Committee. Under applicable laws and regulations, the independent auditors communicated with the independent directors immediately following any adjustments made as suggested at the meetings.
Independent directors and independent auditors have communicated well. The main issues communicated in 2023 are presented as follows:

Date of the Meeting	Summary
The 12^th meeting of the 4^th session (2023.03.10)	The independent auditors presented the findings of the 2022 annual review on corporate finances, business performance, key audit items, and changes in accounting policy; Explained KPMG audit quality indicators (AQI); Reported on the latest regulatory changes and compliance matters; and Answered questions raised by the Audit Committee
The 13^th meeting of the 4^th session (2023.5.10)	The independent auditors presented the findings of the 2023 Q1 review on corporate finances, business performance, and changes in accounting policy; Reported on the latest regulatory changes and compliance matters; and Answered questions raised by the Audit Committee
The 1^st meeting of the 5^th session (2023.07.31)	The independent auditors presented the findings of the 2023 Q2 review on corporate finances, business performance, and changes in accounting policy; Reported on the latest regulatory changes and compliance matters; and Answered questions raised by the Audit Committee
The 2^nd meeting of the 5^th session (2023.11.01)	The independent auditors presented the findings of the 2023 Q3 review on corporate finances, business performance, and changes in accounting policy; Detailed the 2023 financial statement audit plan; and Answered questions raised by the Audit Committee

Results: The 2022 and 2023 quarterly financial statements have been reviewed and approved by the Audit Committee and reported to the Board of Directors, with no objections from the independent directors.

WNC has established a remuneration committee, responsible for establishing and periodically reviewing the compensation policies, systems, standards, and structure of WNC’s director’s and management’s compensation; as well as evaluating and deciding compensation terms. The remuneration committee meets at least twice a year. However, meetings can also be convened upon request. Committee members must invite the Board Chairman or CEO to attend the meetings. The members of the remuneration committee recuse themselves from meetings if issues to be discussed involve any personal interests of the members. The committee may also request directors, internal auditors, accountants, legal consultants, and other personnel to attend meetings and to provide them with pertinent and necessary information.

Responsibilities and authorities of the Remuneration Committee

The Remuneration Committee was established in Oct. 2011. The Committee shall exercise the due care of a good manager in fiducially performing the responsibilities and duties listed below and shall submit its recommendations for deliberation of the Board of Directors:

Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors and managerial officers.
Periodically evaluate and prescribe the remuneration of directors and managerial officers.

Attendance of Members at Remuneration Committee Meetings

The term of the current Remuneration Committee runs from June 19, 2020 to June 18, 2023. A total of three Remuneration Committee meetings were held in 2021. The attendance record of the Remuneration Committee members is as follows:

Name	Title	Attendance in person	Attendance rate in person (%)
Neng-Pai Lin	Independent Director Chairperson of the Audit Committee	3	100%
Karen Hsin	Independent Director Member of the Audit Committee	3	100%
Michael Tsai	Independent Director Member of the Audit Committee	3	100%
T. Y. Lay	Independent Director Member of the Audit Committee	3	100%

2021 discussion items and resolutions

Date of the Meeting	Summary
2021 Meeting I of the Remuneration Committee (110.03.17)	Proposal to adjust salaries of executive officers for 2021 Proposal to adjust salaries of the Chairman & CSO and the President & CEO for 2021 Motion regarding distribution of employees’ and directors’ profit-sharing bonuses for 2020 Motion regarding amendment of the Remuneration Committee Charter
2021 Meeting II of the Remuneration Committee (110.08.06)	Proposal regarding distribution of executive officers’ profit-sharing bonuses for 2020 Proposal regarding distribution of directors’ profit-sharing bonuses for 2020
2021 Meeting III of the Remuneration Committee (110.12.15)	Proposal regarding distribution of executive officers’ performance bonuses for 2021