To improve the supervisory responsibility and strengthen the management mechanism of the board of directors, Apacer set up the audit committee on May 30, 2017.

 

The main duty of the audit committee
  • The main duty of the audit committee is to assist the board of directors in fulfilling its supervision of the company's quality and integrity in the implementation of accounting, auditing, financial reporting processes and financial control, and to submit suggestions to the board of directors for discussion.
  • The committee is composed of all independent directors, the number shall not be less than three, one of whom shall be the convener, and at least one of them shall have accounting or financial expertise.
  • The term of the independent directors of this committee is three years, and can be re-elected.
  • The convener of the committee represents the committee externally.

 

The annual work focuses of the Audit Committee
  1. The Audit Committee operates mainly for the purpose of overseeing the following matters:
    (1) Fair presentation of the Company's financial statements.
    (2) Appointment (dismissal) of CPAs and evaluation of their independence.
    (3) Effective implementation of the Company's internal control system.
    (4) The Company's compliance with the relevant regulations and rules.
    (5) Control of the Company's existing or potential risks.
  2. The matters to be reviewed by the Audit Committee mainly include:
    (1) The internal control system and related policies and procedures.
    (2) Audit of financial statements, and accounting policies and procedures.
    (3) Acquisition or disposal of material assets, or derivative transactions, and related policies and procedures.
    (4) Major loans of funds, endorsement or guarantees.
    (5) Matters involving the personal interest of directors.
    (6) Offering, issuance or private placement of equity securities.
    (7) Appointment or dismissal of CPAs or evaluation of their independence and remuneration.
    (8) Appointment/dismissal of the financial or accounting manager or chief internal auditor.
    (9) Business reports and proposal for profit distribution or loss compensation.
    (10) Other important matters specified by the Company or competent authorities.

 

Audit Committee’s Review Report

The Board of Directors drafted the business report, financial statements and proposal on profit distribution for FY 2022. An audit report for the financial statements was prepared jointly by Philip Tang and Shih Wei-Ming, certified public accountants (CPAs) of KPMG Taiwan. The review of the business report, financial statements and proposal on profit distribution above did not find any inconsistencies.  

 

 

2022 Operation of the Audit Committee

Title

Name

Actual number of persons present (attended)

Actual attendance rate (%)

Chairperson

Max Wu

6

100

Member

Philip Peng

6

100

Member

Cathy Han

6

100

 

 

Recently Audit committee proposal and resolution

Date

Meeting

Proposal

Audit Committee resolution

The Company's action on the Committee's opinion

2022.02.23

 

1st meeting in 2022

 

The business report and self-prepared financial statements of FY 2021 were adopted.

Approved by all of the Audit Committee members

Approved by all of the directors present

Proposal to issue the “Declaration on the Internal Control System” of FY 2021 was adopted.

Approved by all of the Audit Committee members

Approved by all of the directors present

Proposal for transfer of the Company's accounting officer was adopted.

Approved by all of the Audit Committee members

Approved by all of the directors present

Lai Ming-Yang, the CPA of WeTec International CPAs, was commissioned to serve as an independent expert of the Company, and a resolution concerning his remuneration was adopted.

Approved by all of the Audit Committee members

 Approved by all of the directors present

Proposal for amendment to the “Procedures for Acquisition or Disposal of Assets” was adopted.

Approved by all of the Audit Committee members

 Approved by all of the directors present

2022.04.19

2nd meeting in 2022

Philip Tang and Shih Wei-Ming, the CPAs of KPMG Taiwan, were commissioned to act as the CPAs of the Company’s financial statements, and the evaluation of their independence and resolution concerning their remuneration were adopted.

 Approved by all of the Audit Committee members Approved by all of the directors present

2022.06.02

3rd meeting in 2022

Proposal for share exchange based on acquisition of shares of UD info Corp. by issuing new shares for capital increase as the consideration was adopted.

 Approved by all of the Audit Committee members Since the director, Phison Electronics Corp., was the stakeholder, the representative of the juristic person, Mr. Weng Wen-Jie, recused himself from the voting. The proposal was approved by the rest of the directors.

2022.07.28

4th meeting in 2022

The quarterly consolidated financial statements for the second quarter of FY 2022 were adopted.

 Approved by all of the Audit Committee members Approved by all of the directors present

2022.10.30

5th meeting in 2022

The internal audit plan of FY 2023 was adopted.

 Approved by all of the Audit Committee members Approved by all of the directors present

2022.11.03

6th meeting in 2022

Proposal for issuance of new shares for cash capital increase by way of private placement was adopted.

 Approved by all of the Audit Committee members Approved by all of the directors present