A. The main function of the Audit Committee is to supervise the following matters:
(1) Fair presentation of the financial reports.
(2) The hiring (and dismissal), independence, and performance of certificated public accountants.
(3) The effective implementation of the internal control system.
(4) Compliance with relevant laws and regulations by the Company.
(5) Management of the existing or potential risks of the Company.
B. The Audit Committee is responsible for reviewing the following:
(1) The adoption of or amendments to the internal control system.
(2) Assessment of the effectiveness of the internal control system.
(3) The adoption or amendment, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
(4) Matters in which a director is an interested party.
(5) Asset transactions or derivatives trading of a material nature.
(6) Loans of funds, endorsements, or provision of guarantees of a material nature.
(7) The offering, issuance, or private placement of equity-type securities.
(8) The hiring or dismissal of a certified public accountant, or their compensation.
(9) The appointment or discharge of a financial, accounting, or internal audit officer.
(10) Annual financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
(11) Other material matters as may be required by this Corporation or by the competent authority.
C. A total of 6 meetings of the board of independent directors were held in 2021. The attendance of independent directors was as follows:
|
Title |
Name |
Attendance in Person |
By Proxy |
Attendance rate (%) |
Remark |
|
Independent
director |
Lin, Yu-Ya |
6 |
0 |
100% |
Convener |
|
Independent
director |
Leong Kam-Son |
6 |
0 |
100% |
－ |
|
Independent
director |
Renn, Jyh-Chyang |
6 |
0 |
100% |
－ |
Notes:
1. If any of the following circumstances occur, the dates of meetings of the board of independent directors, sessions, contents of motions, objections of independent directors, reservations or major proposal items, resolutions of the Audit Committee and the Company’s response to Audit Committee’s opinion should be specified:
(1) Matters referred to in Airticle14-5 of the Securities and Exchange Act:
|
Audit Committee meeting date |
Contents of motions |
Objections of independent directors, reservations or major proposal items |
All independents directors’ opinion and the Company’s response to independent directors’ opinion |
|
January 28, 2021
The eleventh meeting of the audit committee of the fourth term |
Approve the statement on internal control systems of the Company. |
None |
Approved by all members of audit committee in attendance. |
|
Approve the amendments of “Procedure for Endorsement and Guarantee” |
None |
|
Approve the amendments of “Procedure for Trading of Derivatives” |
None |
|
March 8, 2021
The twelfth meeting of the audit committee of the fourth term |
Approve the business report and the consolidated financial statements of the Company and its subsidiaries for 2020. |
None |
Approved by all members of audit committee in attendance. |
|
Approve the Company’s earning distribution for 2020. |
None |
|
May 28, 2021
The fourteenth meeting of the audit committee of the fourth term |
Approve the capital increase of Airtac International Group |
None |
Approved by all members of audit committee in attendance. |
|
August 5, 2021
The fifteenth meeting of the audit committee of the fourth term |
Approve the consolidated financial statements of the Company and its subsidiaries for the second quarter of 2021. |
None |
Approved by all members of audit committee in attendance. |
|
November 5, 2021
The sixteenth meeting of the audit committee of the fourth term |
Approve the 2022 audit plan of the Company. |
None |
Approved by all members of audit committee in attendance. |
|
Approve the change of Certified Public Accountant of Deloitte & Touche. |
None |
|
Approve the evaluation of the independence and the competence of the Certified Public Accountant for the audit of the financial statement of the Company. |
None |
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None
2. If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified: None.
3. Communications between the independent directors, the Company's Chief Internal Auditor and CPAs:
(1) The supervisor of internal audit of the company regularly communicates with the members of the audit committee on the results of the audit reports, and makes internal audit reports at quarterly meetings. If there are special circumstances, they will also report to the members of the audit committee immediately. There is no such special situation in 2021. The company’s audit committee communicates well with the internal audit supervisor.
|
Date |
Participants |
Communication with internal auditing supervisor |
Result |
|
January 28, 2021
|
All independent directors
Chief Audit Officer,
Hsin-Chih Chiang |
Review the internal audit report |
No objection. |
|
Review the statement on internal control systems of the Company of 2020. |
No objection and propose to approve in the board of directors. |
|
March 8, 2021
|
All independent directors
Chief Audit Officer,
Hsin-Chih Chiang |
Review the internal audit report |
No objection. |
|
April 29, 2021
|
All independent directors
Chief Audit Officer,
Hsin-Chih Chiang |
Review internal audit report |
No objection. |
|
May 28, 2021
|
All independent directors
Chief Audit Officer,
Hsin-Chih Chiang |
Review internal audit report |
No objection. |
|
August 5, 2021
|
All independent directors
Chief Audit Officer,
Hsin-Chih Chiang |
Review internal audit report |
No objection. |
|
November 5, 2021
|
All independent directors
Chief Audit Officer,
Hsin-Chih Chiang |
Review internal audit report |
No objection. |
|
Review 2022 audit plan of the Company |
No objection and propose to approve in the board of directors. |
(2) CPA needs to attend the audit committee according to the content of each meeting. If there are special circumstances, it will immediately report to the audit committee members. There is no such special situation in 2021. The company's audit committee communicates well with the certified accountant.
|
Date |
Participants |
Communication with CPA |
Result |
|
March 8, 2021
|
All independent directors
Independent Auditor,
Jui-Chuan Chih
|
CPA interpreted the key audit matters in the financial report in 2020 and discuss the questions addressed by the participants in audit committee. |
No objection. |
|
Discuss any review problems in the financial report of 2020. |
No objection. |
|
April 29, 2021
|
All independent directors
Independent Auditor,
Jui-Chuan Chih
|
Discuss any review problems in the financial report of the first quarter in 2021. |
No objection. |
|
August 5, 2021
|
All independent directors
Independent Auditor,
Jui-Chuan Chih
|
Discuss any review problems in the financial report of the second quarter in 2021. |
No objection. |
|
November 5, 2021
|
All independent directors
Independent Auditor,
Jui-Chuan Chih
|
Review the independent and suitability of CPA. |
No objection. |
|
Discuss any review problems in the financial report of the third quarter in 2021. |