Audit Committee

Audit Committee

To establish a favorable corporate governance system, the Company has established its Audit Committee and the Audit Committee Charter. Members are all Independent Directors, and meetings are taking place at least once each quarter. The duties of the Audit Committee are to reinforce the internal control system, to assist the Board in decision-making, to implement risk management and specifications related to the Board, and other legal compliance matters. A total of 4 committee meetings were held during 2024 and the attendance rate for all directors was 100%.

Title
Name
Experience


Independent Director

HUANG,CHIH-CHEN
(Convener)
  • Audit Manager-KPMG, HK
  • Audit Manager-KPMG, Taiwan
  • Partnering accountant, DINKUM & CO., CPAS.


Independent Director

HUANG, KUO-LUN
  • Chairman, DATADOT TECHNOLOGY TAIWAN CO., LTD. 
  • Chairman, MARCO POLO TECHNOLOGY CO., LTD

Independent Director

CHEN, CHIEN-HUNG
  • Lawyer, Cheefa United Attorney Office 
  • Lawyer,Far East Law Attorney Office
  • Arbitrator,Chinese Arbitration Association .Taipei. 

 

The duties of the committee are as follows:

  • The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  • Assessment of the effectiveness of the internal control system.
  • The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
  • Matters in which a director is an interested party.
  • Asset transactions or derivatives trading of a material nature.
  • Loans of funds, endorsements, or provision of guarantees of a material nature.
  • The offering, issuance, or private placement of equity-type securities.
  • The hiring or dismissal of a certified public accountant, or their compensation.
  • The appointment or discharge of a financial, accounting, or internal audit officer.
  • Annual and semi-annual financial reports.
  • Other material matters as may be required by this Corporation or by the competent authority.
  • Review other significant matters required by the Company or the competent authorities.

 

 

Main Points of Discussion by the 2024 Audit Committee

Date
Main Points of Discussion
Resolution
2024/03/08
  1. Approval of the 2023 financial statements.
  2. Approval of the 2023 annual business report.
  3. Approval of the 2023 internal control statement.
  4. Evaluation of the independence of the company's accountants.
  5. Proposed issuance of new shares with restricted employee rights.
  6. Ability Investment Co., Ltd., a subsidiary of the company, issued new shares for cash capital increase.
Approved unanimously by all attending members.
2024/05/10
  1. Appointment of certified public accountants (CPA). 
  2. Approval of CPA appointment. 
  3. Approval of the Q1 2024 consolidated financial statements. 
  4. Approval of the 2023 earnings distribution plan. 
  5. Proposal to lift non-compete restrictions for company directors.
  6. Amendments to the “procedures for the preparation and certification of sustainability reports” of the Company.
  7. Amendments to the “procedures for the organization of the audit committee” of the company.
Approved unanimously by all attending members.
2024/08/09
  1.  Approval of the Q2 2024 consolidated financial statements.
  2. Amendments to Ability “rules governing the conduct of internal audits”.
  3. Approval of the Q1 2024 consolidated financial statements.
  4. Proposed list of new shares to be allotted to non-managerial employees with restricted rights and related matters.
  5. Amendment to the company's code of corporate governance practices. 
Approved unanimously by all attending members.
2024/11/08
  1. Approval of the Q3 2024 consolidated financial statements.
  2. The company's internal control system, “operating procedures for the management of sustainable information”, was newly established.
  3. Proposal for the company's 2025 audit plan.
Approved unanimously by all attending members.

Main Points of Discussion by the 2023 Audit Committee

Date
Main Points of Discussion
Resolution
2023/03/10
  1. Approval of the 2022 financial statements. 
  2. Approval of the 2022 annual business report.
  3. Ability's 2022 internal control system statement.
  4. Amendments to the company’s “corporate governance best practice principles.
  5. Assessment of the independence of the company's certified public accountants.
  6. Proposed pre-approval of non-assurance services to be provided by the CPA firm and its affiliates to the company and its subsidiaries.
Approved unanimously by all attending members.
2023/05/12
  1. The company's consolidated financial statements for the first quarter of 2023
  2. Proposal for the appointment of certified public accountants.
  3. Proposal for distribution of 2022 earnings.
  4. Proposal to lift restrictions on directors engaging in competitive conduct.
  5. Amendments to the company's “procedures for the management of related party transactions”.
  6. Proposal to purchase land located in Jintai Section, Zhongshan District.
Approved unanimously by all attending members.
2023/08/11
  1. Approval of the Q2 2023 consolidated financial statements.
Approved unanimously by all attending members.
2023/09/08
  1. Proposal to invest in the establishment of a subsidiary in Vietnam, Ability Electronics Technology (Vietnam) Co., Ltd. (provisional name), and to acquire land use rights and facilities through this subsidiary.
Approved unanimously by all attending members.
2023/11/10
  1. Approval of the Q3 2023 consolidated financial statements.
  2. Proposal for the company's 2024 audit plan
Approved unanimously by all attending members.
 
 

 

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