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The Audit Committee assists the Board of Directors in performing its supervision functions. It is also responsible for tasks defined by the Company Act, Securities and Exchange Act and other relevant regulations. Since UMC is listed on the NYSE, it also has to comply with the U.S. regulations regarding foreign issuers. The Audit Committee is comprised of all independent directors. Wenyi Chu, Wen-Hsin Hsu and Kuang Si Shiu qualify as audit committee financial experts. The Committee shall meet at least once every quarter, and may be convened any time if necessary. |
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The Committee’s duty and responsibility includes the following items: supervising the financial reporting of the Company, internal audit, internal control of the Company, material transactions of assets and derivatives, loans, endorsements, guarantees, engaging and removing the Company’s independent auditors and accessing such auditors’ compensation and independence, and appointing or removing managers of finance, accounting and internal audit divisions. The Committee is also responsible for dealing with any whistleblower cases received and periodically reviewing the Company’s compliance with government law, documentation that involves government agencies, and the compliance of the employees’ Code of Conduct. The Committee may also engage an attorney, certified public accountant, or other professional to assist them in exercising the Committee's duties. |
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Audit Committee Information |
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Convener Lih J. Chen Ph.D. |
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Member Wenyi Chu Ph.D. |
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Member Jyuo-Min Shyu Ph.D. |
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Member Kuang Si Shiu |
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Member Wen-Hsin Hsu Ph.D. |
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Communications between Independent Directors and Internal/Independent Auditors |
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1. |
The communication channels between the independent directors, internal auditors, and independent auditors |
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A. |
The Company's Audit Division sends the audit reports and follow-up reports on deficiencies to independent directors each month. Besides these measures, the Internal Audit head presents the findings of all audit reports and communicates follow-up reports with independent directors during the Audit Committee's quarterly meetings and semi-annually separate meeting. |
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B. |
The Company's independent auditors present the findings of their review or audit reports regarding the financial results and internal control of the Company and its subsidiaries during the Audit Committee's quarterly meetings and separate meeting at least once a year. The independent auditors are also required to communicate to the Audit Committee the impact of IFRSs updates and announcements, any issues under applicable laws and regulations that might affect the financial reports, and whether to adjust the entries. |
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C. |
The Internal Audit head, the independent auditors and independent directors can contact each other as needed. The communication channels are seamless. |
The major items of communication between the independent directors and the head of internal audit
The communication mechanism between the independent directors and the head of internal audit works well and effectively. The major items of these communications in Audit Committee and meeting in 2019 are as follows, and the internal audit related matters are also communicated by telephone, eMail, Line, etc.
| Date | The Major Items of the Communication | Result |
|---|---|---|
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2019/03/06
Audit Committee |
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2019/04/24
Audit Committee |
The internal audit report for the first quarter of 2019 | Noted |
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2019/06/04
Meeting |
The internal audit director communicated with the independent directors on matters related to internal audit (separate meeting) | Noted |
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2019/07/24
Audit Committee |
The internal audit report for the second quarter of 2019 | Noted |
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2019/10/30
Audit Committee |
The internal audit report for the third quarter of 2019 | Noted |
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2019/12/18
Audit Committee |
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2019/12/18
Meeting |
The internal audit director communicated with the independent directors on matters related to internal audit (separate meeting) | Noted |
The major items of communication between the independent directors and the independent auditors
The communication mechanism between the independent directors and the independent auditors works well.
| Date | The Major Items of the Communication | Result |
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2019/03/06
Audit Committee |
The Company's independent auditors presented the audit results for the financial statements, key audit matters and the internal control audit for 2018. They also discussed and communicated the impact of the application of certain accounting principles and the effect of newly revised laws and regulations. | For Board’s approval |
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2019/04/24
Audit Committee |
The Company's independent auditors presented the review results for the consolidated financial statements and the internal control audit for the first quarter of 2019. They also discussed and communicated the effect of newly revised laws and regulations. | For Board’s approval |
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2019/07/24
Audit Committee |
The Company's independent auditors presented the review results for the consolidated financial statements and the internal control audit for the second quarter of 2019. They also discussed and communicated the impact of the application of certain accounting principles and the effect of newly revised laws and regulations. | For Board’s approval |
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2019/10/30
Audit Committee |
The Company's independent auditors presented the review results for the consolidated financial statements and the internal control audit for the third quarter of 2019. They also discussed and communicated the impact of the application of certain accounting principles and the effect of newly revised laws and regulations. | For Board’s approval |
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2019/12/18
Meeting |
The Company's independent auditors discussed and communicated the draft of the key audit matters for 2019 Independent Auditors’ Report with the independent directors (separate meeting) | Noted |
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