Communication Log
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Communication between Audit Committee, Independent Directors, and the Chief Internal Auditor:
- • After submitting the audit report and follow-up report, the Chief Internal Auditor hands over audit items for review to all independent directors before the end of following month. Should independent directors be interested in further understanding of the status of the audit and follow-up results, they would contact the Chief Internal Auditor at any time. The Chief Internal Auditor would sit in board meetings to report the audit findings and to answer questions. Accountants maintain good communication with each audit committee member and would also sit in board meetings to answer questions when necessary.
- • Aside from attending Audit Committee meetings and answering questions, the Chief Internal Auditor also had separate interviews with each independent director. A total of four interviews were held in FY2024. At the interviews, the Chief Internal Auditor reported the audit progress and details regarding audit implementation.
- Summaries of interviews are as follows:
- Relevant works have been enclosed in the annual audit plan, as well as the regular and irregular execution items. No significant anomalies or violations were found during the annual audit this year. Therefore, there was no matter to be reported to independent directors immediately.
| Items | Description | Names of independent directors interviewed, time of interview, and suggestions | ||
|---|---|---|---|---|
| Hung Ching Lee | Dr. Pisin Chen | Su-Pi Shen | ||
| 2024/03/22 & 2024/11/08 | 2024/06/24 | 2024/07/15 | ||
| Description of the audit plan | Audit plan for the parent company and each subsidiary for the current year was submitted to the independent directors for review and suggestion on additional audit items. | NA | NA | NA |
| Description of work progress | Describe audit team’s auditing items, methods, and progress prior to the review meeting. | NA | NA | Concerns with optimizing the internal controls of asset protection: Concerns with optimizing the internal controls of asset protection: 1. Strengthen Supervision: Install surveillance cameras around manufacturing sites, purchase safe boxes to store valuable materials, and implement inventory checks of valuable materials between shifts. 2. Personnel control: Personnel entering the factory without an employee badge must be accompanied by an employee; strengthen inspection equipment and intensify the supervision of security guards' inspection procedures. 3. Strengthen auditing: Auditing personnel shall conduct regular and irregular spot checks of valuable materials; review surveillance footage to verify the implementation of security guards' inspection procedures. |
| Description of audit progress | • Audit plan was submitted to the independent directors for review. • As of the end of this interview, some areas of improvement have been found for the current year’s audit, the audit team has proposed suggestions for rectification and requested relevant departments to act accordingly; no major flaws were identified. | NA | NA | NA |
| Other discussion items | • Suggestions or items that require further attention in auditing. | NA | NA | NA |
| • Other recommendations or corrections to be made. | NA | NA | NA | |
Communication Between Independent Directors and Accountants:
- Independent Directors: Hung Ching Lee Dr. Pisin Chen Su-Pi Shen
- CPA: Tsao Jen Wu Shu-Ling Lien
- Chief InternalAuditor: Pei-Ming Chen
- Corporate GovernanceOfficer: Tracy Li
- Finance Center: Chao-Chin Hsu Hsin-Yi Chien>
- 1. Statements of Accountant Independence
- • All reviewing staff at our accounting firm comply with the regulatory standards for independence.
- • The auditor’s review report issued for 2Q FY2024 was a non-standard review report primarily because the financial statements of certain nonsignificant subsidiaries, investments accounted for by the equity method, and the share of profit or loss recognized in the consolidated financial statements were based onthe financial statements of these entities, which had not been reviewed by independent auditors during the same period.
- 2. Important updates on Regulations Governing Securities Firms from the FSC:
- • In April 2024, the FSC approved the requirement of all public companies listed on the TWSE to incorporate “the management of sustainable information” into their internal control systems, which will become effective on January 1, 2025, and it must be included in their annual audit plans as well.
- • Updates to the decree on the Declaration of Three Forms for Affiliates: main difference is that before the amendment, affiliation reports only need to be printed in the annual report for the general shareholders' meeting. Following the amendments, the affiliation reports must be announced and reported on MOPS alongside the annual financial statements for the same year.
- • The third reading of the amendments to Article 14 of the Security and Exchange Act was approved: the amendments stipulate that companies listed on the TWSE or the TPEX must state in the articles of incorporation to allocate a certain percentage of the annual surplus as salary adjustments or distribution of remuneration to entry-level employees, however, the Company shall first make up for the accumulated losses. The amount of salary adjustments or distribution of remuneration may be deducted from the income of profit-seeking enterprises in the current year. Consequently, amendments to the Company’s Article of Incorporation were made accordingly.
- • Updates on reporting and regulations governing material information announcements that are relevant to the Company: - Amendments are made when reporting the results of the nomination of directors resolved by the company’s board of directors, the information on candidate list shall include the candidate's name, educational background, experience, current occupation, name of representing government or legal entity, as well as voluntary disclosure information, such as gender, etc. - Amendments are made to the reporting of shareholdings by major shareholders under Article 43-1 of the Securities and Exchange Act.
- • IFRS 18 is expected to come into effect in 2027 and there will be significant changes to the presentation and disclosure of financial statements from the current approach, including changes in the structure of the income statement, disclosure will be closer to the expression of cash flows. Relevant profit and loss is determined by the composition of income sources, which will impact the Company's accounting system and accounting items, or the calculation of financial ratios on MOPS. Further, discussions on regulatory changes governing the disclosure of Management Performance Measurement (MPMs) indicators, and detailed disclosure in the footnote section of the financial statements are still being studied and discussed, we will closely monitor the progress and formulate corresponding recommendations.
- IFRS S1 pertains to General Requirements for Disclosure of Sustainability-related Financial Information, while IFRS S2 pertains to Climate-related Disclosures, and IFRS S3 related to biodiversity is expected in the future. The scope of boundary will be gradually expanded. At present, the emphasis is on carbon inventory, and companies listed in the consolidated financial statements are already included as mandatory, while the inclusion of investment companies through equity method is also under discussion.
- Our firm closely monitors the changes and developments of laws and regulations, and maintain close communication with the ESG team of your Company to discuss and formulate countermeasures.
- Currently, accountants are required to review carbon inventories,while regulations for reviewing the disclosure of sustainability-related financial information is not clearly regulated yet. However, the evolving trend suggests that auditor reviews will become mandatory in the future.
- At present, the competent authority is promoting the implementation in phases, starting from companies with capital exceeding NT$10 billion to comply first. For the financial sector, the authority plans to include additional measures such as green finance to increase the significance with a gradual approach to adoption.
- More details on key aspects of introducing Sustainability-related Financial Information will be presented at the board of directors meeting as a topic of discussion, including responsibilities of the directors and methods of implementation.
| Date | Attendees | Communication Items | Explanation From Accountants |
|---|---|---|---|
| 2024/08/09 |
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CPA Mr. Wu:
Brief overview on key aspects of corporategovernance implementations and the direction of regulatory changes related to financial reporting.
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| Independent Director Ms. Shen: Please explain the difference between sustainability-related financial disclosures and the current financial disclosure. The impact of IFRS S1 and S2 on enterprises, which seems to extend to affiliated companies and supply chain partners. |
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| Independent Director Ms. Shen: Is it mandatory to have this disclosure reviewed by accountants? |
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