Corporate Governance and Internal Audit
1. Protect the rights and interests of shareholders.
2. Strengthen the powers of the board of directors.
3. Fulfill the function of supervisors.
4. Respect the rights and interests of stakeholders.
5. Enhance information transparency.
The Board of Directors appointed Ms. H.J. Ku, the CFO of CALIN, as the Chief Corporate Governance Officer on November 5, 2018, responsible for corporate governance matters, in order to strengthen corporate governance, protect shareholders' rights and interests, and enhance the functions of the Board of Directors and other functional committees.
Corporate Governance Highlight executions summarized are as follows:
1. Provide the information required for directors to perform their duties and arrange advanced study.
2. Assist the board of directors and shareholders in the proceedings and compliance matters.
3. Notify Directors regarding the agenda of the Board Meeting 7 days prior to the meeting, convene the meeting, and provide meeting materials. Where the items on the agenda required recusals of Directors due to conflict of interests, remind the Directors in advance. Complete the meeting minutes of the Board Meeting within 20 days from the meeting.
4. Register the date of Shareholders' Meetings in advance according to the law, prepare meeting notices, meeting handbooks, and meeting minutes within the time frame required by the law, and handle changes in registration for amendments to Articles of Incorporation or re-election of Directors.
5. Arrange communication meetings between Independent Directors and Chief Auditor, CPA, or other internal departments to facilitate the execution of duties for Independent Directors.
Continuing training of Chief Corporate Governance Officer in 2022
| Date | Organizer | Course Name | Hours |
|---|---|---|---|
| 2022/09/15 ~ 2022/09/15 | Accounting Research and Development Foundation | Continuing Professional Development of Principal Accounting Officers of Issuers, Securities Firms, and Securities Exchanges | 12.0 |
Internal Audit
The internal audit unit is directly under the board of directors, including one dedicated full-time auditor, and the chief internal auditor. The appointment, dismissal, evaluation, and compensation of the Company’s internal auditors are performed based on the rules of the “Personnel Recruitment Procedure,” “Compensation Regulations,” and “Performance Appraisal Regulations.” The above-mentioned appointment, dismissal, evaluation, and compensation actions will be submitted to the Chairman of the Board for review and approval. The above-mentioned rules have been disclosed in the Company’s internal regulations zone. And perform the audit tasks with attention and responsibility of the audit profession. To comprehensively manage the planning and execution of auditing, and in addition to reporting their audit operations to each independent director of audit committee on a regular basis, the internal audit officer shall also attend a board of directors meeting.
The purpose of the company's internal audit is to inspect the internal control systems to measure the effectiveness of, and compliance with the existing policies and procedures, and their effects on operational activities. Assist the board of directors and managers to inspect and review the defects in the internal control systems as well as, and measure operational effectiveness and efficiency, and shall make timely recommendations for improvements to ensure the sustained operating effectiveness of the systems and to provide a basis for review and correction.
The scope of the Company's internal audit operations includes inspecting and reviewing the effectiveness of the design and implementation of all internal control systems of all units and subsidiaries within the Company.
The audit objects of the company include the business of each unit within the company which is responsible for and all the business of subsidiaries that do not have full-time internal auditors. If the subsidiary has full-time internal auditors, they will review the audit reports submitted and track the deficiencies of their internal control systems and the improvement of abnormal matters.
Before the end of each year, the audit unit of the company formulates the audit plan for the following year according to the risk assessment results and the instructions of the board of directors, after approved by the audit committee and submitted to the board of directors for approval.
The audit unit of the company performs audit operations
1. Routine audit operations: Perform various audit operations in accordance with the annual audit plan approved by the board of directors.
2. Irregular internal audit: According to the instructions of the board of directors and management of the company or the needs of projects and business, carry out specific audit items verification.
3. Self-assessment: Urge all units and subsidiaries within the company to conduct self-assessment on the internal control system at least once a year, and review the self-assessment reports of each unit and subsidiary.
Submission and report of the company's audit report
2. After the audit report and follow-up report are reviewed, it shall be handed over to the independent directors of the audit committee for review at the end of the next month after the completion of the audit project.
3. When internal auditors perform their work, if they find major violations or the company is possibly to suffer major damage, they will immediately report and notify the independent directors of the audit committee.
4. After the audit report is approved by the chairman, it will be issued to the relevant units. If there are any deficiencies, the relevant units shall cooperate and make improvements.
The audit unit shall, at least on a quarterly basis, make follow-up reports on the deficiencies and abnormal matters of the internal control system found during audits until improved, so as to confirm that the relevant units have taken appropriate improvement measures within a timely manner.
The audit unit shall and within the prescribed period in accordance with the "Public Issuing Companies Establishing Internal Control System Handling Guidelines", submit via the Internet information system in accordance with the prescribed format of all declaration operations reported for future reference.
Communication between independent directors and internal audit supervisors and CPA
The audit supervisor to submit the audit report to the independent directors for reviewing in the month after the completion of the audit project, and communicates with the independent directors at least once a quarter, and regularly attends the company's audit committee and the board of directors to report on the audit implementation status of the quarter. The accountant communicates with the independent directors about the external audit at least once a year, and attends the audit committee and the board of directors report.
| Date | Communication Details |
|---|---|
| 2022.03.24 | Audit business report and review internal control statement |
| 2022.05.05 | Audit supervisor audit business report |
| 2022.08.04 | Audit supervisor audit business report |
| 2022.11.10 |
1.The audit supervisor's audit business report and the 112-year audit plan |
Self-assessment of internal control system
1. All units and subsidiaries of the company should enter the self-inspection system of internal control system before the end of December each year. Within the scope of business and responsibility during the inspection period, each internal control operation item should be self-inspected and identified the possibility of risk occurrence. Based on the results of their own inspections, each unit supervisor and each subsidiary will issue a "Self-Assessment Report of Internal Control System" on whether the inspection results of its internal control system are effective, and send it to the audit unit for review.
2. Before the end of February every year, the audit office of the company will collect and report items based on the five elements of the internal control system: "environment control ", "risk assessment", " operation controls ", "information and communication" and "supervision". Report to the company's "Internal Control System Self-Inspection Overall Evaluation Report", together with the improvement of internal control deficiencies and abnormal matters found by the audit office, for the chairman and general manager to evaluate and make a conclusion on whether the company's overall internal control system is effective.
3. The chairman and general manager of the company evaluate the planning and implementation of various existing internal control systems as valid "internal control system declarations", which should be approved by the audit committee before the end of March each year, and submitted to the board of directors to pass the resolution, and declare at the Financial Supervisory Commission(FSC) website and to be published in the company's annual report and prospectus.
4. The chairman and general manager of the company evaluate the planning and implementation of various existing internal control systems as valid "internal control system declarations". The audit unit shall obtain the approval of the audit committee before the end of March each year, and submit the resolution to the board of directors. Announcements are made on the website designated by the FSC and published in the company's annual report and prospectus.