Implementation Status
The Audit Committee consists of three independent directors, aiming to help supervise the effective implementation of the company's internal control and compliance with relevant laws and regulations, control the company's existing or potential risks, and assist the board of directors to make decisions through its professional and independent position.
The tasks of the Audit Committee mainly include the following:
1. Establish or amend the internal control system in accordance with Article 14-1 of the SEA.
2. Assess the effectiveness of the internal control system.
3. Establish or amend procedures for obtaining or disposing of assets, engaging in derivatives transactions, and handling material monetary loans in accordance with Article 36-1of the SEA.
4. Matters involving Director's personal interests.
5. Material asset or derivatives transactions.
6. Material monetary loans.
7. The offering, issuance, or private placement of any equity-type securities.
8. Appointment, dismissal, or remuneration of external auditors.
9. Appointment and dismissal of financial, accounting, or internal auditing supervisors.
10. Annual financial statements signed or sealed by the Chairman, manager and accounting officer and semi-annual financial statements audited and certified by the CPAs.
11. Material matters related to other companies or competent authorities.
To perform its duties, the Audit Committee has the authority to conduct any appropriate review and investigation and to engage a lawyer, CPA or consultant to help perform its duties.
The Audit Committee held 12 meetings throughout the year with the average actual attendance rate of each committee
member being 100%, and the main focus of the committee’s work in 2022 is listed as follows:
‧Examine various documents prepared by the Board of Directors and submitted to the shareholders’ meeting (e.g.,business report, financial statement, and earning distribution plan), and issue Audit Committee’s review reports in accordance with the relevant laws and regulations.
‧Review annual and semi-annual financial statements.
‧Review and deliberate on the appointment and remuneration of CPAs. The Company appoints CPAs once a year and assesses the independence of CPAs based on a series of criteria, such as whether the CPA is a stakeholder of the Company, whether the CPA owns shares of the Company, whether the CPA holds any position at the Company, whether the CPA has faced disciplinary actions, and whether the CPA has not been replaced for seven years.
‧Review and deliberate on the Company’s internal audit plan.
‧Review and deliberate on the Company’s statement of internal control system.
‧Review the Company's proposal of cash capital increase and issuance of new shares.
‧Review the amendments to some provisions of the "Procedures for Acquisition or Disposal of Assets” of the Company.
‧Review and deliberate on amendments to the Company’s rules and regulations related to internal control system.
‧Review the proposal of donations.
‧Review the proposal of re-contract on the stock registration and transfer services contract.
‧Review audit reports submitted by the Audit Division, reports on the implementation of the legal compliance system submitted by the Legal & Compliance Department, reports on potential risks and management submitted by the Risk Management Division, and other special case reports.
1. Items listed in Article 14-5 of the Securities and Exchange Act
| Date of Board Meeting | Term | Agenda | Audit Committee resolution | The Company’s response to the comments of the Audit Committee |
| 2022.1.17 | 1st meeting of the 3rd Audit Committee in 2022 |
Subsidiary Bank SinoPac has proposed donation of NT$27 million and SinoPac Securities has proposed donation of NT$8 million to the "SinoPac Foundation." The donations totaled NT$35 million, helping the foundation to implement its 2022 work plan. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Approved by the Board of Directors' meeting on 2022/1/21. |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for 2021 and the business report of SinoPac Holdings for 2021. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15 and subsequently acknowledged by the 2022 Annual Shareholders' Meeting. |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
The earnings distribution plan of SinoPac Holdings for 2021. | Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15 and subsequently acknowledged by the 2022 Annual Shareholders' Meeting. |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
Proposal of the issuance of 112,710,542 new shares by capitalization of profits in 2021 by the Company. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15 and subsequently approved by the resolution of the 2022 Annual Shareholders' Meeting. |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
Appointment and compensation of CPAs in 2022 for SinoPac Holdings and its subsidiaries |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15. |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
Amendments to some provisions of the "Procedures for Acquisition or Disposal of Assets” of the Company. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15 and subsequently approved by the resolution of the 2022 Annual Shareholders' Meeting |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
Revised the Company's "Information Security Policy Measures" and renamed as "Information Security Policy". |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15. |
| 2022.3.7 | 3rd meeting of the 3rd Audit Committee in 2022 |
The Statement of Internal Control of SinoPac Holdings for 2021. | Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/3/15. |
| 2022.5.16 | 5th meeting of the 3rd Audit Committee in 2022 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for 2022 Q1. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/5/20. |
| 2022.8.15 | 8th meeting of the 3rd Audit Committee in 2022 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for 2022 Q2. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/8/19. |
| 2022.9.16 | 9th meeting of the 3rd Audit Committee in 2022 |
In response to the letter from the Financial Supervisory Commission requesting the Company to review the specific control mechanism for interation with major shareholders, the Company proposed the amendments to the Company's "Operation Guidelines for Handling Shareholders' Meeting Interviews and Letters" and renamed it as "Operational Procedures for Handling Shareholders' Meeting Interviews and Letters"; also drafted the contents of the letter of commitment signed by the chairman, president, chief auditor and senior managers of the Company and its subsidiaries. |
After the text of Appendix II and III were amended, the attending committee members passed the amendments unanimously, and subsequently submitted to the Board of Directors for approval. If the governmental authority has further guidance, it'll be referred to the Board of Directors for discussion. |
After the revision of the resolution of the Audit Committee on 2022/9/16, the text of Item (1) listed in the Commitment Letter of Appendix IV to Appendix IX of the Company's "Operational Measures for Handling Interviews and Letters at Shareholders' Meetings" was additionally revised according to the guidance of the competent authority, and subsequently adopted by the Board of Directors on 2022/9/23. |
| 2022.10.14 | 10th meeting of the 3rd Audit Committee in 2022 |
The Company plans to issue a maximum of 800 million shares of common stock for cash capital increase in 2022 through public subscription and placement, and cooperate with the formulation of the Company's "2022 Cash Capital Increase Through Employee Stock Purchase Plan Measures." |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
After the text of Appendix II and III and the briefings were amended, the Board of Directors agreed on and approved the amendments on 2022/10/21. |
| 2022.10.14 | 10th meeting of the 3rd Audit Committee in 2022 |
The stock registration and transfer services contract signed between the Company and its subsidiary, SinoPac Securities, had expired, and a renewal was proposed. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/10/21. |
| 2022.11.14 | 11th meeting of the 3rd Audit Committee in 2022 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for 2022 Q3. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
Adopted by the Board of Directors on 2022/11/18. |
| 2022.11.14 | 11th meeting of the 3rd Audit Committee in 2022 |
The subsidiary, Bank SinoPac, intends to handle private equity cash capital increase and to issue a maximum of 670 million common stock shares, which will be fully subscribed by the Company. |
After the text of the presentation was amended, it was adopted by the attending committee members unanimously, and subsequently submitted to the Board of Directors for approval. |
Adopted by the Board of Directors on 2022/11/18. |
| 2022.12.16 | 12th meeting of the 3rd Audit Committee in 2022 |
2023 Internal audit plan of SinoPac Holdings. |
Adopted as proposed and subsequently submitted to the Board of Directors for resolution. |
In response to the “2023 Financial Examination Focuses” published by the Financial Supervisory Commission on 2022/12/23, the review descriptions in the audit plan was adjusted and adopted by the Board of Directors on 2022/12/23. |
2. Please refer to the Company’s past Annual Reports and the Market Observation Post System
(http://mops.twse.com.tw/mops/web/t100sb03_1, public company stock code: 2890) for the attendance status of the committee members.