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BOD & Functional Committees

Board of Directors Major Board Meeting Resolutions Performance Rating The Audit Committee Compensation Committee
The Audit Committee
The Fifth Term of Audit Committee
NameTitleMajor industrial/educational background
I-Shih ChenConvenerMaster of Management Science, National Chiao Tung University
Chairman, Apacer Technology Inc.
Vice President, Acer Inc.
Cheng-Chung LiMemberPh.D., Materials Engineering, National Chiao Tung University
Master of Business EMBA, Stanford University
Deputy General Director of Electronic and Optoelectronic System Research Laboratories, Industrial Technology Research Institute
Deputy Director of Display Center Director Room, Industrial Technology Research Institute
Huei-Shih LungMemberBachelor, Department of Business Administration, National ChengChi University
Chairman, HsiangLung Investment Co. Ltd.
Chairman, Aserve Technology Corp.
Chief Accounting Officer, Acer Incorporated
Independent Director and member of Remuneration Committee, AOPEN Incorporated
Independent Director and member of Remuneration Committee, ProLight Opto Technology Corporation
Independent Director and member of Remuneration Committee, Acer Cyber Security Incorporated

 

Rights and Responsibilities of Audit Committee

The Audit Committee is responsible for assisting the Board of Directors in carrying out its supervisory duties and to exercise the functions required in the Securities and Exchange Act, the Company Act and other laws and regulations. To communicate with the Company's internal auditing officers and CPAs regularly.

Annual key functions and operations of Audit Committee:

1. Annual key functions:
  • Communicate results of audit report with the head of internal audit regularly according to the annual audit plan.
  • Communicate with CPA regularly over financial statement review or audit results in each quarter.
  • Review financial reports.
  • Assessment of effectiveness of internal control system.
  • Review the appointment or remuneration of attesting CPA.
  • Evaluate the independence of CPA who provide audit and non-audit services.
  •  Review the Company's operational procedures and material transactions of assets, derivatives, capital lending
  • Legal compliance.
2. 2022 operations:

 The Audit Committee held five meetings during 2022. Proposals of the Audit Committee meetings  have all been approved by members of the Audit Committee with no dissent from all of the Independent Directors. There are no independent directors' avoidance of any proposals in conflict of personal interests in 2022.

3. Where the operations of the Audit Committee meets matters included in Article 14-5 of the Securities and Exchange Act, it shall clearly disclose the Audit Committee's convening items and resolutions:
Audit Committee Term
(Date)		ContentObjections, reservations or major suggestion of Independent DirectorThe result of resolutions of the Audit CommitteeThe Company’s actions in response to the resolutions
5th Term
9th Meeting
(2022.02.08)
  • Approved the Internal Control Declaration for 2021
  • Accepted the 2021 Parent Company Only and Consolidated Financial Statements
  • Approved the banking facilities guarantee between subsidiaries
  • Approved to cancel the endorsement and guarantee of the subsidiary for the Company
  • Approved the 2022 service items, fees and independence assessment of the Certified Public Accountant
NoneChairman has acknowledged all attending members of the Audit Committee and they have no dissenting opinion.All resolutions have been approved with no dissent by all attending directors of the Board of Directors.
5th Term
10th Meeting
(2022.04.21)
  • Accepted the Consolidated Financial Statements for the period ended March 31, 2022
  • Accepted the proposal for 2021 deficit compensation
  •  Approved the amendment of “Handling Procedures for Acquisition or Disposition of Assets”
NoneChairman has acknowledged all attending members of the Audit Committee and they have no dissenting opinion.All resolutions have been approved with no dissent by all attending directors of the Board of Directors.
5th Term
11th Meeting
(2022.06.22)		Approved the disposition of the Company’s real estateNoneChairman has acknowledged all attending members of the Audit Committee and they have no dissenting opinion.All resolutions have been approved with no dissent by all attending directors of the Board of Directors.
5th Term
12th Meeting
(2022.07.25)
  • Approved the part control procedures amendment of “Internal Control Systems”
  • Accepted the Consolidated Financial Statements for the period ended June 30, 2022
  • Approved the subsidiary’s funds lending
NoneChairman has acknowledged all attending members of the Audit Committee and they have no dissenting opinion.All resolutions have been approved with no dissent by all attending directors of the Board of Directors.
5th Term
13th Meeting
(2022.10.21)
  • Accepted the Consolidated Financial Statements for the period ended September 30, 2022
  • Approved the 2023 annual audit plan
NoneChairman has acknowledged all attending members of the Audit Committee and they have no dissenting opinion.All resolutions have been approved with no dissent by all attending directors of the Board of Directors.
 

Communication between independent directors and internal auditing officers as well as CPAs on company finances and business situation (such as items discussed, means of communication, method and results, etc.):

  1. When an Audit Committee meeting is convened, CPAs, audit officer and relevant officers are invited to attend, respectively, and report and communicate with regards to various affairs with independent directors.
  2. The Audit Committee at least discuss and communicate quarterly with CPAs with regards to outcomes of quarterly financial statements review or audit and relevant laws and regulations and their applicability; the Committee also independently reviews the selection of CPAs and the audit and non-audit services provided by them annually.
  3. The internal audit officer performs auditing operations and regularly submits aggregated audit reports to the Audit Committee based on the annual audit plans and communicates the audit results and tracking status with members at quarterly Audit Committee meetings. The issued raised by independent directors may be replied to and communicated timely. If there is any extraordinary situation, the members of the Audit Committee shall be immediately reported to, for 2022, there was no such extraordinary situation.

The communications between the Audit Committee and internal auditing officers are good. The major communications in 2022 are summarized as follows:

DateKey points of the communicationsRecommendations and outcomes
111.02.082021 Q4 aggregated audit report
The Internal Control Systems Declaration for 2021		No dissent
111.04.212022 Q1 aggregated audit reportNo dissent
111.07.252022 Q2 aggregated audit reportNo dissent
111.10.212022 Q3 aggregated audit report
The 2023 annual audit plan		No dissent

 

In addition to the above-mentioned communication through meetings, if there are any matters that require enhanced communication regarding the implementation of internal control systems, audit results or tracking operations, the independent Directors are able to communicate with the head of internal audit through telephone, e-mail or video conference at any time to strengthen the efficiency of supervision and governance. Furthermore, matters that require enhanced communication have been effectively implemented or preventive mechanisms are in place.

 

The communications between the Audit Committee and CPAs are good. The major communications in 2022 are summarized as follows:

DateKey points of the communicationsRecommendations and outcomes
111.02.08
  • Audited report of 2021 consolidated and parent company only financial statements
  • Assessing the CPA service items, professional service fees and their independence for 2022
  • Explanation of the independence, scopes and methodology of key audit or review, and financial information, among other things
  • Key accounting standards, explanatory letters and updates of laws and regulations related to securities management or taxation
No dissent
111.04.21
  • Reviewed report of 2022 Q1 consolidated financial statements audit
  • Explanation of the independence, scopes and methodology of key audit or review, and financial information, among other things
  • Key accounting standards, explanatory letters and updates of laws and regulations related to securities management or taxation
No dissent
111.07.25
  • Reviewed report of 2022 Q2 consolidated financial statements audit
  • Explanation of the independence, scopes and methodology of key audit or review, and financial information, among other things
  • Key accounting standards, explanatory letters and updates of laws and regulations related to securities management or taxation
No dissent
111.10.21
  • Reviewed report of 2022 Q3 consolidated financial statements audit
  • 2022 audit plans
  • Explanation of the independence, scopes and methodology of key audit or review, and financial information, among other things
  • Key accounting standards, explanatory letters and updates of laws and regulations related to securities management or taxation
No dissent