Committee

Audit Committee:

Our audit committee consists of all independent directors, Mr. Yeh, Jui-Pin, Mr. Liu, Frank, Ms. Wang, Hsuan, and Ms. Sun, Elizabeth. The main purpose of Audit Committee is to assist the Board of Directors in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company. A total of 7 Audit Committee meetings were held in 2021 with a 100% attendance rate of the independent directors. For further details, please refer to AP Memory 2021 Annual Report.

The Audit Committee is responsible to review the following major matters:

 Establishing or revising the internal control systems

 Assessment of the effectiveness of the internal control system

 Establish or amend “procedures for the acquisition or disposal of assets”, “Procedures for Lending Funds to Other Parties”, and “Procedures for Endorsement and Guarantee”

 The Annual Financial report and Second Quarterly Financial Report need to be audited by Certified Public Accountant

 The transactions and potential conflicts of interests involving directors

 Material asset or derivatives transactions

 Material lending funds, endorsements or guarantees

 Offering or issuance of any equity-type securities

 Hiring or dismissal of an attesting CPA, or the compensation was given thereto

 Appointment or discharge of financial, accounting, or internal auditing officers

 

The Communications between the Independent Directors and the Internal Auditor in the last year:

Meeting Date

Communication Summary

2021.12.24

2022 Audit Plan Risk Assessment and Planning

Implementation of 2021 Annual Audit Plan and Follow-up

    of improvement actions taken against deficiencies

2021.10.29

 Reviewing the Internal Auditor’s report

2021.07.30

 Reviewing the Internal Auditor’s report

2021.05.07

 Reviewing the Internal Auditor’s report

2021.03.11

 Reviewing the Internal Auditor’s report

 Self-assessment of the internal control system in 2020

 Reviewing and approving the 2020 Statement of Internal Control System

 

The Communications between the Independent Directors and the Independent Auditors:

Reviewing any audit policy in connection with 2020 annual financial statements and reviewing regulatory developments reviewing external auditor relationship (i.e. qualification, performance and independence) on March 11th, 2021.

Compensation Committee:

The Board appointed Mr. Yeh, Jui-Pin, Mr. Liu, Frank, Ms. Wang, Hsuan, and Mr. Lan, Jing-Yao to be the member of the Compensation Committee according to the regulations.

The Compensation Committee assists the Board in discharging its responsibilities related to compensation and benefits policies, plans, and programs, and in the evaluation and compensation of directors of the Board and executives.

The discussions and resolutions of the Compensation Committee in the last year:

Meeting date

Discussion

Resolution

2021.12.28

  Amendment of “Salary and Payroll Management Rules” and “Operating Bonus Calculation and Distribution Plan”.

Agreed by all members present

2021.11.12

  The compensation of the Company’s management.

Agreed by all members present

2021.09.13

  Independent Directors’ compensation

  The compensation of the Company’s management.

Agreed by all members present

2021.05.07

  The compensation of Finance & Accounting supervisor

  The compensation of the newly appointed corporate governance supervisor.

Agreed by all members present

2021.03.11

  Amendment of “Compensation Committee Charter”

  Amendment of “Salary and Payroll Management Regulations” and “Operating Bonus Calculation and Distribution Plan”

  The compensation of the Company’s management.

  The list of employee stock options of management.

Agreed by all members present

2021.01.07

  Amendment of “Salary and Payroll Management Regulations”

  Amendment of “Operating Bonus Calculation and Distribution Plan”

Agreed by all members present