Audit CommitteeCompensation CommitteeCommunication between Independent Directors, Internal Auditors, and Independent Auditor
Audit Committee

Under R.O.C. law, the membership of the Audit Committee shall consist of all independent directors. AM’s Audit Committee satisfies this statutory requirement.

The Audit Committee assists the Board in the effectiveness of the implementation of the internal control system, the fair presentation of the financial reports, the hiring (and dismissal), independence, and performance of the certificated public accountants, the compliance with relevant laws and regulations and the management of the existing or potential risks of the Company. The Audit Committee is responsible to review the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given thereto; and appointment or discharge of financial, accounting, or internal auditing officers.

The Audit Committee meets at least once every quarter. Please consult AM’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Scope of duties of the Audit Committee:

  1. Communicate results of the audit report with the head of internal audit regularly according to the annual audit plan.
  2. Review financial reports.
  3. Review the hiring, dismissal of CPAs and evaluate the independence of CPAs.
  4. Assessment of the effectiveness of the internal control system.
  5. Review the Company’s operational procedures and material transactions of assets, capital lending and endorsement/guarantees.
  6. Legal compliance.

Audit Committee Members:

  1. Term of office (4th Term): Jun 11, 2024 to Jun 10, 2027
  2. Members: Shui-En Liu (Convener), Chu-Sheng Hsu (Member), Shui-Xian Lin (Member). All of them are independent directors.
  3. To view the professional qualifications and independence status of the audit committee, please click here.

Operation of the Audit Committee in 2024:

  1. Term of office (3rd Term) for committee members: July 26,2021 to July 25, 2024
    Term of office (4th Term) for committee members: Jun 11, 2024 to Jun 10, 2027
  2. The Audit Committee has convened 5 times:
    • 3rd Term
Title Name Attend in Person By Proxy Attendance Rate (%) Note
Convener Ming Cheng Chang 3 0 100 –
Member Hung Wen Lin 3 0 100 –
Member Chu-Sheng Hsu 2 1 66.6 –
    • 4th Term
Title Name Attend in Person By Proxy Attendance Rate (%) Note
Convener Shui-En Liu 2 0 100 –
Member Chu-Sheng Hsu 2 0 100 –
Member Shui-Xian Lin 1 1 50 –
  1. Operation of Audit Committee:
Audit Committee Proposal Resolution Handling of Audit Committee Members’ Opinions
3rd Term
13th Meeting
2024/02/29
  1. Approval of business report and financial review report for fiscal year 2023.
  2. Approval of the proposal for distribution of 2023 earnings.
  3. Approval of the Company’s “Statement of Internal Control System” for fiscal year 2023.
  4. Evaluation of the independence of the auditor.
  5. The Company’s appointment of the auditor for fiscal year 2024.
  6. Approval of non-audit services proposed by Deloitte & Touche.
  7. Amendment to part of the content on the Company’s “Statement of Internal Control System”.
 Approved by all Audit Committee members. Approved by all Directors of the Board.
3rd Term
14th Meeting
2024/04/12
  1. Subsidiary AMI provided loans to the U.S.-based second tier subsidiary AMUSA.
 Approved by all Audit Committee members. Approved by all Directors of the Board.
3rd Term
15th Meeting
2024/05/06
  1. Proposal of issuance of new common shares for cash and unsecured convertible bonds in public offering.
 Approved by all Audit Committee members. Approved by all Directors of the Board.
4th Term
1st Meeting
2024/08/12
  1. Subsidiary AMI provided capital injection to Australia-based second tier subsidiary AMA.
  2. Approval for capital reduction of subsidiary AME.
 Approved by all Audit Committee members. Approved by all Directors of the Board.
4th Term
2rd Meeting
2024/11/08
  1. Approval of investment of foreign low-risk financial instruments made by AMI.
  2. Enactment of the Company’s “Procedures for Sustainability Report Preparation and Verification”and the incorporation of sustainability information management tasks into the “Internal Audit Implementation Guidelines.”
 Approved by all Audit Committee members. Approved by all Directors of the Board.
Performance Evaluation
Compensation Committee

AM has set up a Compensation Committee for assisting the Board to conduct regular compensation review and set up compensation standards for the Directors and managers.

The members of the Compensation Committee are appointed by the Board. According to AM’s Compensation Committee Charter, the Committee shall consist of independent directors or external professionals and one independent director elected by all members shall be the convener and chairman of the meeting. Currently, the Compensation Committee is composed of all three independent directors.

The Committee shall convene at least twice a year. Please consult AM’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Scope of duties of the Compensation Committee:

  1. Periodically reviewing the Compensation Committee Charter and making recommendations for amendments.
  2. Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of the Company and the policies, systems, standards, and structure for their compensation.
  3. Periodically assessing the degree to which performance goals for the directors and managerial officers of the Company have been achieved, and setting the types and amounts of their individual compensation.

Compensation Committee Members:

  1. Term of office (4th Term): Jun 11, 2024 to Jun 10, 2027
  2. Members: Chu-Sheng Hsu (Convener), Shui-Xian Lin (Member), Shui-En Liu (Member). All of them are independent directors.

Operation of the Compensation Committee in 2024:

  1. Term of office (3rd Term) for committee members: July 26,2021 to July 25, 2024
    Term of office (4th Term) for committee members: Jun 11, 2024 to Jun 10, 2027
  2. The Compensation Committee has convened 3 times.
    • 3rd Term
Title Name Attend in Person By Proxy Attendance Rate (%) Note
Convener Hung Wen Lin 2 0 100 –
Member Ming Cheng Chang 2 0 100 –
Member Chu-Sheng Hsu 1 1 50 –
    • 4th Term
Title Name Attend in Person By Proxy Attendance Rate (%) Note
Convener Chu-Sheng Hsu 1 0 100 –
Member Shui-Xian Lin 1 0 100 –
Member Shui-En Liu 1 0 100 –
  1. Operation of Compensation Committee:
Term & Date Agenda Results and handling of the resolution Handling of the Compensation Committee Members’ Opinions
3rd Term
6th meeting
2024/02/29
  1. Formulated 2024 Remuneration Committee work plan.
  2. Reviewed the list of proposed remuneration projects to be implemented in 2024.
  3. Approval of employees and directors’ remuneration distribution for 2023.
  4. Approval of distribution of employees remuneration and incentive bonus (including managers).
  5. Approval of the Company’s Fund Contribution for Employee Stock Ownership Plans
 Approved by all attending committee members Approved by all attending directors of the Board
3rd Term
7th meeting
2024/05/06
  1. Proposal of transferring the new common shares for cash to the employees.
 Approved by all attending committee members Approved by all attending directors of the Board
4th Term
1st meeting
2024/08/12
  1. Approved distribution of manager incentive bonus.
 Approved by all attending committee members Approved by all attending directors of the Board
Performance Evaluation
Communication between Independent Directors, Internal Auditors, and Independent Auditor

Manner of communication between independent directors, internal auditor and independent auditors

Independent directors shall hold regular audit committee meetings with the independent auditors for the independent auditors to report the results of review or audit of the financial statements and other communication matters required by applicable laws. Exchanges shall also take place as to whether there is any major adjustment between items or whether any legislative change has an impact on the accounts. In case of any major anomaly, a meeting may be held at any time.

The internal auditor shall have regular meetings with independent directors (audit committee) at least once every quarter to report on the execution situation of internal audit and the operating status of internal control of the Company. In case of any major anomaly, a meeting may be held at any time.

Communication between independent directors and independent auditors

The accountant shall communicate with the governing unit (including audit committee composed of independent directors) either face-to-face or in writing in accordance with the Audit Standards. As required, the accountant shall also attend meetings of the audit committee and board meetings. There is good communication between the independent directors of the Company and the accountant to exchange the results of review of the audit by the certifying accountant of the financial statements of each quarter and other communication matters required by applicable laws.

Historical communications are summarized as follows

Date Main points of communication
2024/02/29 Report on audit results of 2023 consolidated and stand-alone financial reports
2024/11/08 Report on Key Audit Matters for 2024

Communication between independent directors and internal auditor

There is good communication between the independent directors of the Company and the internal auditor. Historical communications of 2024 are summarized below:

Date Main points of communication
2024/02/29 2023 Declaration of Internal Control System
Report on execution status of audit plan for 4Q 2023
2024/05/06 Report on execution status of audit plan for1Q 2024
2024/08/12 Report on execution status of audit plan for 2Q 2024
2024/11/08 Report on execution status of audit plan for 3Q 2024
Submission of 2025 audit plan for discussion
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