Operation of the Audit Committee

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Operation of the Audit Committee

  • i.The Audit Committee held six committee meetings in the previous years (A), and the attendance of the committee members is tabulated below:
  • Title Name Attendance in Person (B) Attendance Through Proxy Attendance Rate (B/A) (%) Remarks
    Chairman Dr. Wei-Ta Pan 6 0 100.0 Re-appointed on
    2019/06/21
    Committee Member Chi-Chih Lu 2 0 100.0 Resigned on
    2019/06/21
    Committee Member Dr. Pisin Chen 6 0 100.0 Re-appointed on
    2019/06/21
    Committee Member Hung Ching Lee 4 0 100.0 Newly appointed on
    2019/06/21
  • On March 31, 2016, the Board approved the “Audit Committee Charter” as a reference to establish the Audit Committee to supervise the fair expression of the Company’s financial statements, the selection or dismissal of certified public accountants (CPAs) and assessment of their independence and performance, effective implementation of the internal control, and legal compliance of the Company, as well as to control the inherent and potential risks.
  • The 1st Audit Committee was established on June 24, 2016 to replace the duties and functions of Supervisors. The Audit Committee consists of three independent Directors as the ex officio members and Dr. Wei-Ta Pan was elected to convene the Committee and served as the Chair of Committee meetings.
  • The 2nd Audit Committee was re-elected to accompany the newly elected BoD on June 21, 2019 with three independent Directors elected as the Audit Committee members, including Dr. Wei-Ta Pan, Dr. Pisin Chen and Mr. Hung Ching Lee. While, Dr. Wei-Ta Pan was elected to convene the Committee and served as the Chair of Committee meetings. The tenure is for three years from July 12, 2019 to June 20, 2022, the same termination date as the end of the BoD term.
  • ii. Additional Disclosure:
  • A. The date of the meeting, session, content of the motion, expressed by all independent Directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:
  • (1) Matters specified in Article 14-3 of the Securities and Exchange Act:
  • All independent Directors had attended the committee meetings and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection in FY2019 and as of the date of this report's publication.
  • (2) Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
  • B. Execution of independent Directors’ avoidance of motions in conflict of interests:
  • No avoidance of motions in conflict of interests was reported in FY2019.
  • C. Communication between the Audit Committee, Independent Directors, the Chief Internal Auditor and accountants:
  • Please refer to: https://www.quantatw.com/Quanta/english/corporategovernance/corporategovernance.aspx
  • iii. Highlights of work performed by the Audit Committee for the year:
  • A.The operations of the Audit Committee revolve around the supervision and monitoring of the following items and these are the highlights of the work performed by the Committee for the year:
  • Fair presentation of the Company’s financial statements
  • The selection (and dismissal), independence and performance of certified public accountants for the Company
  • Effectiveness of implementation of the Company’s internal control system
  • Compliance with relevant laws and regulations of the Company
  • Management of existing or potential risks of the Company
  • B. Work summary: Apart from reviewing the annual business report, financial statements, proposal for the allocation of distributable earnings and issuance of audit review reports, the Committee is also responsible for reviewing the Company’s financial statements and communicating with the CPA and auditors when necessary in order to understand the auditing process, accounting policies and procedures. In addition, the Committee also participates and reviews relevant tasks of significance.
  • C. Important resolutions made by the Audit Committee meeting:
  • Date Term Section Resolution Summary Opinion of Independent Directors and Company’s Response
    2019.03.28 1 11
    • Approved FY2018 financial statements.
    • Approved CPA audit report of FY2018 financial statements.
    • Approved business report of the year.
    • Approved the effectiveness evaluation and statement of
      internal control.
    • Approved allocation of FY2018 distributable earnings.
    • Approved Audit Committee’s review report.
    • Approved amendments on various regulations.
    Approved by all
    independent Directors
    unanimously.
    2019.05.14 12
    • Approved FY2019 Q1 financial statements.
    • Approved CPA audit report of FY2019 Q1 financial statements.
    • Approved new appointment of internal audit officer
    • Approved the establishment of “A Standard Operational
      Protocol for Responding to Requests from Directors”
    Approved by all
    independent Directors
    unanimously.
    2019.08.13 2 1
    • Approved FY2019 H1 financial statements.
    • Approved CPA audit report of FY2019 H1 financial statements.
    • Approved amendments on “Corporate Governance Best
      Practice Principles”
    Approved by all
    independent Directors
    unanimously.
    2019.10.04 2
    • Approved the establishment of subsidiary in Thailand
    • Approved capital increase subscription on existing indirect
      investment company in mainland China
    • Approved to contract out the construction project for the "Third
      Production Plant" in Taiwan
    • Approved amendments on Level of Authorization
    Approved by all
    independent Directors
    unanimously.
    2019.10.31 3
    • Approved intercompany loan transactions
    Approved by all
    independent Directors
    unanimously.
    2019.11.13 4
    • Approved FY2019 Q3 financial statements.
    • Approved CPA audit report of FY2019 Q3 financial statements.
    Approved by all
    independent Directors
    unanimously.