Committee

Audit Committee:

Our audit committee consists of all independent directors, Yeh, Rui Bin, Chen, T.C., Liu, Frank and Wang, Hsuan. The main purpose of Audit Committee is assisting 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 9 Audit Committee meetings were held in 2020 with the 100% attendance rate of the independent directors. For further details, please refer to AP Memory 2020 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 internal control system

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

 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 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

2021.07.30

 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 2020 Statement of Internal Control System

2020.12.18

 Reviewing the Internal Auditor’s report

 Reviewing and approving the 2021 internal audit plan.

2020.11.06

 Reviewing the Internal Auditor’s report

2020.08.07

 Reviewing the Internal Auditor’s report

 Reviewing the qualifications of the successor audit supervisor

 

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 members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to “Compensation Committee Charter”, the Committee members, Yeh, Rui Bin, Chen, T.C., Liu, Frank, Wang, Hsuan and Lan, Jing Yao.

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

2021.03.11

 Reviewing and revising “Compensation Committee Charter”

 Reviewing “Salary Management Procedure” and “bonus calculation & payment plan”

 Reviewing remuneration of the Company’s managerial officers

 Reviewing the list of managerial officers for employee stock option

It is agreed by all members present and approved by the Board of Directors by resolution

2021.01.07

 Reviewing and revising “Salary Management and bonus calculation & payment plan”

It is agreed by all members present

2020.11.06

 The remuneration of the Company’s managerial officers

It is agreed by all members present

2020.09.26

 Reviewing the list of managerial officers for employee stock option

It is agreed by all members present and approved by the Board of Directors by resolution

2020.08.07

 Reviewing remuneration of the Company’s managerial officers

It is agreed by all members present