Audit Committee

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Audit Committee

  • 1. The Audit Committee held four committee meetings (A) in the most recent fiscal year, and the attendance of independent directors is tabulated below:
    • Position Name Attendance in Person (B) Attendance Through Proxy Attendance Rate (B/A) (%) Remarks
    Chairperson Hung Ching Lee 4 0 100.0 Re-appointed on
    2022/06/17
    Committee Member Dr. Pisin Chen 4 0 100.0 Re-appointed on
    2022/06/17
    Committee Member Su-Pi Shen 2 0 100.0 Newly appointed on
    2022/06/17
    Chairperson Dr. Wei-Ta Pan 2 0 100.0 Resigned on
    2022/06/17
  • 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.
  • Current Audit Committee marks the 3rd term of office, and the Committee was re-elected to accompany the newly elected BoD on June 17, 2022. Three independent directors are elected as the Committee members, including Mr. Hung Ching Lee, Dr. Pisin Chen, and Ms. Su-Pi Shen. Mr. Hung Ching Lee and Ms. Su-Pi Shen both are equipped with professions in accounting or finance, while Mr. Hung Ching Lee was elected to convene the Committee and served as the Chairperson of Committee meetings. The tenure is for three years from June 17, 2022 to June 16, 2025, the same termination date as the end of the current BoD term.
  • 2. Additional Disclosure:
  • The date of the meeting, session, content of the motion, opinions 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:
  • • Matters specified in Article 14-3 of the Securities and Exchange Act:
  • All independent directors had attended the audit committee meetings and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection in FY2022 and as of the date of annual report's publication.
  • • Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
  • • Execution of independent directors’ avoidance of motions in conflict of interests:
  • No avoidance of motions in conflict of interests was reported.
  • 3. Major resolutions resolved by the FY2022 Audit Committee:
    • Date of Resolution Committee Term Session Summary of Resolution Opinion of Independent Directors and Company’s Response
    2022/03/16 2 16
    • Reported the status of performance evaluation on the Board of Directors and Functional Committee.
    • Report on the execution status and improvement plan on
      listed companies’ capability of self-prepared financial
      statements.
    • Approved FY2021 financial statements.
    • Approved CPA audit report of FY2021 financial statements.
    • Approved business report of the year.
    • Approved the allocation of FY2021 distributed earnings.
    • Approved amendments to the Articles of Incorporation.
    • Approved amendments to the Procedures for Assets
      Acquisition or Disposal.
    • Approved the effectiveness of evaluation and statement of
      internal control.
    		 Approved by all
    Independent Directors
    unanimously.
    2022/05/13 2 17
    • Approved FY2022 Q1 financial statements.
    • Approved CPA audit report of FY2022 Q1 financial
      statements.
    		 Approved by all
    Independent Directors
    unanimously.
    2022/08/12 3 1
    • Approved FY2022 Q2 financial statements.
    • Approved CPA audit report of FY2022 Q2 financial
      statements.
    • Resolved not to distribute dividends for 1H of FY2022.
    • Resolved amendments to level of authorization for business
      units.
    • Resolved amendments to annual plan of auditing.
    • Resolved to subscribes to cash capital increase of QMN
      through indirect investment.
    • Resolved to subscribes to cash capital increase of QCG
      through indirect investment.
    		 Approved by all
    Independent Directors
    unanimously.
    2022/11/11 3 2
    • Approved FY2022 Q3 financial statements.
    • Approved CPA audit report of FY2022 Q3 financial
      statements.
    		 Approved by all
    Independent Directors
    unanimously.

Audit Committee Charter