Audit Committee

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.

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.

Audit Committee Information

Convener

Lih J. Chen Ph.D.

Member

Wenyi Chu Ph.D.

Member

Jyuo-Min Shyu Ph.D.

Member

Kuang Si Shiu

Member

Wen-Hsin Hsu Ph.D.

Communications between Independent Directors and Internal/Independent Auditors

1.

The communication channels between the independent directors, internal auditors, and independent auditors

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.

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.

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 forum in 2022 are as follows, and the internal audit related matters are also communicated by telephone, eMail, Line messaging, etc.

Date The Major Items of the Communication Result
2022/02/24
Audit Committee
  1. Annual Audit Report on the 2021 Internal Audit
  2. The Internal Control System Statement for 2021
  1. Noted and no other suggestions
  2. For Board’s approval
2022/04/27
Audit Committee
The internal audit report for the first quarter of 2022
Noted and no other suggestions
2022/05/18
Meeting (separate meeting)
The internal audit director communicated with the independent directors on matters related to internal audit
Noted and no other suggestions
2022/07/27
Audit Committee
The internal audit report for the second quarter of 2022
Noted and no other suggestions
2022/10/26
Audit Committee
The internal audit report for the third quarter of 2022
Noted and no other suggestions
2022/12/14
Audit Committee
  1. The internal audit report for the fourth quarter of 2022
  2. The internal audit plan for 2023
  1. Noted and no other suggestions
  2. For Board’s approval
2022/12/14
Meeting (separate meeting)
The internal audit director communicated with the independent directors on matters related to internal audit
Noted and no other suggestions

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. The major items of these communications in 2022 are as follows:

Date The Major Items of the Communication Result
2022/02/24
Audit Committee
The Company's independent auditors presented the audit results for the financial statements, key audit matters and the internal control audit for 2021. 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
2022/04/27
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 2022. They also discussed and communicated the effect of newly revised laws and regulations.
For Board’s approval
2022/07/27
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 2022. 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
2022/10/26
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 2022. They also discussed and communicated the effect of newly revised laws and regulations.
For Board’s approval
2022/12/14
Meeting (separate meeting)
The Company's independent auditors discussed and communicated with the independent directors.
  1. The draft of the key audit matters for 2022 Independent Auditors’ Report
  2. Audit planning and core assurance team introduction
  3. Audit quality indicators of the external auditor
Noted
Other Resources
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