Committees
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of
the quality and integrity of the accounting, auditing, reporting, and
financial control practices of the Company.
The Audit Committee is responsible to review the following major
matters:
- The Audit Committee is responsible to review the following major matters:
- Financial reports;
- Auditing and accounting policies and procedures;
- Internal control systems and including related policies and procedures;
- Material asset or derivatives transactions;
- Material lending funds, endorsements or guarantees;
- Offering or insurance of any equity-type securities;
- Derivatives and cash investments;
- Legal compliance;
- Related-party transactions and potential conflicts of interests involving executive offices and directors;
- Ombudsman reports;
- Fraud prevention and investigation reports;
- IT security;
- Corporate risk management;
- Performance, independence, qualification of independent auditors;
- Hiring or dismissal of an attesting CPA, or the compensation given thereto;
- Appointment or discharge of financial, accounting, or internal auditing officers;
- Assessment of Committee Charter and fulfillment of Audit Committee duties.
The Audit Committee within the scope of its authority may invite
management, internal auditors, accountants hired by the company, or
other persons to attend the meeting and provide relevant information,
and shall convene at least once a quarter.
The accountant communicates with the independent directors separately in
the Audit Committee quarterly for financial and auditing situations, or
changes in financial and taxation laws and regulations.
Operation of Audit Committee
Conditions stipulated in Article 14-5 of the Securities and Exchange Act:
| Date (Term) |
Contents of Motions | Independent directors’ objection, reservation or major proposal | Resolution Adopted by the Audit Committee | Action taken by the Company in Response to Opinion of the Audit Committee |
|---|---|---|---|---|
| 12th Meeting (4th Term) 2024/11/7 |
1. Approve the 2024 Third Quarter Financial Statements 2. Approval to evaluate the certified accountant in accordance with AQIs. Upon evaluation, CPA Mei-Chen Tsai and Hsin-Tung Lin meet the independence and suitability auditor requirement 3. Approve Deloitte & Touche CPA Firm’s accounting services fee for fiscal year 2025. 4. Approve amendments to Xintec’s Internal Control System and Internal Audit System |
None | Unanimously approved by all Independent Directors who were present | None |
| 11th Meeting (4th Term) 2024/8/8 |
1. Approve the 2024 Second Quarter Financial Statements 2. Approve the total capital expenditure budget shall not exceed NT$1,680,000,000 for building up the clean room and facilities 3. Approve amendments to Xintec’s Audit Committee Charter |
None | Unanimously approved by all Independent Directors who were present | None |
| 10th Meeting (4th Term) 2024/5/9 |
1. Approve the 2024 First Quarter Financial Statements 2.Approve amendments to Xintec’s Corporate Governance Best Practice Principles 3.Approve amendments to Xintec’s Procedures for Handling Material Inside Information |
Unanimously approved by all Independent Directors who were present | ||
| 9th Meeting (4th Term) 2024/2/6 |
1. Approve the 2023 Business Report and Financial Statements 2. Approve the 2023 Surplus Earnings Distribution 3. Approval the total capital expenditure budget shall not exceed NT$2,434,000,000 for building up the clean room 4. Approval the total capital expenditure budget shall not exceed US$2,780,000 for purchasing RD equipments 5. Approve Statement of internal control of 2023. |
None | Unanimously approved by all Independent Directors who were present | None |
| 8th Meeting (4th Term) 2023/11/7 |
1. Approve the 2023 Third Quarter Financial Statements 2. Approval to evaluate the certified accountant in accordance with AQIs. Upon evaluation, CPA Mei Chen Tsai and Yu Feng Huang meet the independence and suitability auditor requirement 3. Approve Deloitte & Touche CPA Firm’s accounting services fee for fiscal year 2024. 4. Approve amendments to Xintec’s Corporate Governance Best Practice Principles |
None | Unanimously approved by all Independent Directors who were present | None |
| 7th Meeting (4th Term) 2023/8/4 |
1. Approve the 2023 Second Quarter Financial Statements 2. Approve amendments to Xintec’s Procedures for Internal Control and Internal Audit |
None | Unanimously approved by all Independent Directors who were present | None |
| 6th Meeting (4th Term) 2023/5/5 |
Approve the 2023 First Quarter Financial Statements | None | Unanimously approved by all Independent Directors who were present | None |
| 5th Meeting (4th Term) 2023/4/14 |
Approve releasing the prohibition on independent directors from participation in competitive business | None | Unanimously approved by all Independent Directors who were present | None |
| 4th Meeting (4th Term) 2023/2/9 |
1. Approve the 2023 Business Report and Financial Statements 2. Approve the 2023 Surplus Earnings Distribution 3. Approval amendments to Xintec’s Corporate Governance Best Practice Principles 4. In response to the amendments to Xintec’s Corporate Governance Best Practice Principles, approval to evaluate the certified accountant in accordance with AQIs. Upon evaluation, CPA Mei Chen Tsai and Yu Feng Huang meet the independence and suitability auditor requirement 5. Approve amendments to Xintec’s Sustainable Development Best Practice Principles 6. Approve Statement of internal control of 2023 |
None | Unanimously approved by all Independent Directors who were present | None |
The Communications between the Independent Directors and External Auditors
| Meeting Date | Key Communication Points |
|---|---|
| 5/8/2025 | 1.2025 Q1 financial statements. 2.Independence of the External Auditors were reviewed. 3.After External Auditors explanation and communication, independent directors raised no objection. |
| 2/6/2025 | 1.2024 annual financial statements and key audit matters (KAM). 2.In order to meet the internal rotation needs, CPA Cai Meizhen and CPA Lin Xintong were appointed as accountants from Q1 2025. 3.Independence of the External Auditors were reviewed. 4.After External Auditors explanation and communication, independent directors raised no objection. |
| 11/7/2024 | 1.2024 Q3 financial statements. 2.Independence of the External Auditors were reviewed. 3.After External Auditors explanation and communication, independent directors raised no objection. |
| 8/8/2024 | 1.2024 Q2 financial statements. 2.Independence of the External Auditors were reviewed. 3.After External Auditors explanation and communication, independent directors raised no objection. |
| 5/9/2024 | 1.2024 Q1 financial statements. 2.Independence of the External Auditors were reviewed. 3.After External Auditors explanation and communication, independent directors raised no objection. |
| 2/6/2024 | 1.2023 annual financial statements and key audit matters (KAM). 2.Independence of the External Auditors were reviewed. 3.After External Auditors explanation and communication, independent directors raised no objection. |
| 11/7/2023 | 1.2023 Q3 financial statements and key audit matters (KAM). 2.Independence of the External Auditors were reviewed. 3.Introducing 2023 Q3 new amendments of laws and regulations. 4.After External Auditors explanation and communication, independent directors raised no objection. |
| 8/4/2023 | 1.2023 Q2 financial statements and key audit matters (KAM). 2.Independence of the External Auditors were reviewed. 3.Introducing 2023 Q2 new amendments of laws and regulations. 4.After External Auditors explanation and communication, independent directors raised no objection. |
| 5/5/2023 | 1.2023 Q1 financial statements and key audit matters (KAM). 2.Independence of the External Auditors were reviewed. 3.Introducing 2023 Q1 new amendments of laws and regulations. 4.After External Auditors explanation and communication, independent directors raised no objection. |
| 2/9/2023 | 1.2022 annual financial statements and key audit matters (KAM). 2.Independence of the External Auditors were reviewed. 3.Introducing 2022 Q4 new amendments of laws and regulations. 4.After External Auditors explanation and communication, independent directors raised no objection. |
