Committees
Communications between Independent Directors and Internal/Independent Auditors
- 1.The Internal Audit head, the independent auditors and independent directors can contact each other as needed. The communication channels are seamless.
- 2.In addition to the monthly audit reports received by the independent directors of the company, the Internal Audit head also presents the important matters concerning the company and its subsidiaries with independent directors during the Audit Committee's quarterly meetings and annually separate meeting. The business report has fully communicated the execution status and effectiveness of the audit business.
- 3.The Company's independent auditors reports to the independent directors on the audit results and findings of the financial statements during the Audit Committee's quarterly meetings and separate meeting at least once a year.
Audit Committee
During quarterly meetings of Audit Committee, accountants present the findings of their quarterly review or audits on Unimicron’s financial results. Under applicable laws and regulations, accountants also communicate any material matters that they have discovered to Unimicron. The head of Internal Audit presents the findings of all audit reports and the execution of Unimicron’s internal audit and internal control in quarterly meetings of Audit Committee.
Excerpts from previous communications : The following table.
Assessment of Accountant independence and competence
The company's board of directors and audit committee evaluate the independence and competency of its certified accountants every year. In addition to obtaining the independence statement and audit quality indicators (AQIs) provided by the certified accountants, they also conduct evaluations based on the standards and AQI indicators in the table below. It is confirmed that the certification accountant has no other financial interests or business relationships with the company except for fees for visas and related financial and taxation and non-confirmation service cases. The certification accountant is not a director or manager of the company. Referring also to the AQI indicator information, accountants and firms have a much higher proportion of professional staff time devoted to listed companies' cases than their peers. At the same time, through the innovation of digital tools and technologies, they are effectively used in the collection, comparison, verification, and analysis of audit data, improve audit quality and establish a quality management system. The most recent annual evaluation results were approved by the Audit Committee and the Board of Directors on December 19, 2012, to assess the independence and competency of the accountants.
Accountant Independence Assessment Criteria Form| Assessment project | Assessment results | Is it consistent with independence? |
|---|---|---|
| Whether the accountant has direct or significant indirect financial interest in the company | No | Yes |
| Whether the accountant has any financing or guarantee activities with the company’s directors | No | Yes |
| Whether the accountant has a close business relationship and potential employment relationship with the company | No | Yes |
| Whether the accountants and members of the audit team currently or in the past two years have served as directors, managers or positions that have significant influence on the audit work in the company | No | Yes |
| Whether the accountant has provided non-audit services to the company that may directly affect the audit work | No | Yes |
| Whether the accountant has brokered shares or other securities issued by the company | No | Yes |
| Whether the accountant serves as the company’s defender or mediates conflicts with other third parties on behalf of the company | No | Yes |
| Whether the accountant has a family relationship with the company’s directors, managers, or persons with significant influence on the audit case | No | Yes |
Compensation Committee
Currently, there are three committee members, who are all served by independent directors and follow the operations of the “Articles of Incorporation of Salary and Compensation Committee.” The Salary and Compensation Committee held five meetings in 2018. In these meetings, the remuneration of the directors, annual salary raise, profit sharing, and annual bonus for managers, etc., were discussed and disclosure in the Annual Report, for external investors and shareholders to have a thorough understanding.
Grace Li
Lai-Juh Chen
Terry Wang
Operation of the Remuneration Committee：
(1) The Company has a Remuneration Committee composed of three members.
(2) Term of the current Committee: 3rd session from June 21, 2017 to June 19, 2020, and 4th session from June 19, 2020 to June 18, 2023. The Company had convened five Remuneration Committee meetings (A)in 2020 with the following attendance：
| Session | Title | Name | Attendance in person (B) | Attendance by proxy |
Attendance rate in person (%) (B/Number of attendances) |
Remarks |
|---|---|---|---|---|---|---|
| 3rd session | Convener | Ling-Ling Wu | 3 | 0 | 100% | - |
| Committee member | Grace Li | 3 | 0 | 100% | - | |
| Committee member | Lai-Juh Chen | 3 | 0 | 100% | - | |
| 4th session | Convener | Lai-Juh Chen | 1 | 1 | 50% | - |
| Committee member | Grace Li | 2 | 0 | 100% | - | |
| Committee member | Sheng-xuan Wang | 2 | 0 | 100% | - |
OTHER MATTERS THAT REQUIRE REPORTING：
1.The discussion and resolution of the Remuneration Committee in 2020 and the Company’s comments on the members are as follows：
|
Remuneration Committee Date/Period |
Proposal |
The resolutions of the Remuneration Committee and the Company’s handling of the Remuneration Committee’s opinions |
|---|---|---|
| January 9, 2020,10th meeting of the 3rd session |
(1) Proposal for the latest organization and related managing officers’ salaries adjustment (2) The Company’s 2019 managing officers’ year-end bonus proposal. |
All members of the Remuneration Committee and attending directors approved |
| March 27, 2020,11th meeting of the 3rd session |
(1) The Company’s 2019 remuneration proposal for Board members, supervisors and employees. (2) Transfer the shares of the Company to the employees for the eighth time. |
All members of the Remuneration Committee and attending directors approved |
| May 7, 2020,12th meeting of the 3rd session |
(1) Distribution proposal for the 2019 remuneration of the entire independent directors. (2) Distribution proposal for the 2019 remuneration of the entire general directors. (3) Distribution proposal for the 2019 remuneration of the managing officers and employees. (4) Proposal for the 2020 annual salary adjustment for managers. |
Motion 1: All the members of the Remuneration Committee avoided it because of their own interests in this case; as a result, they unable to have more than one-half consent of all members to make a resolution. According to Article 5, Item 2 of the Remuneration Committee Charter, it reports to the Board of Directors for resolution. Motion 2~4: All members of the Remuneration Committee and attending directors approved. |
| June 30, 2020,1st meeting of the 4thsession | (1) Proposal for the compensation of the latest independent directors. | All the members of the Remuneration Committee avoided it because of their own interests in this case; as a result, they unable to have more than one-half consent of all members to make a resolution. According to Article 5, Item 2 of the Remuneration Committee Charter, it reports to the Board of Directors for resolution. |
| October 27, 2020 2nd meeting of the 4rdsession |
(1) Proposal for the compensation of the Executive President at level 28 and Vice CTO at level 22. (2) Transfer the shares of the Company to the employees for the eighth time. (3) Proposal for the terms of senior executives’ employment. |
All members of the Remuneration Committee and attending directors approved. |
2. If the Board of Directors did not adopt or revise the recommendations of the Remuneration Committee, the date of the Board meeting, term of the Board, content of motion, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the Remuneration Committee shall be specified (if the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and causes for the difference shall also be specified): Not applicable.
3. If a member opposes or has qualified opinions on a written record or a statement with regard to a resolution the Remuneration Committee has adopted, the date of the meeting, term of the committee, content of motion, opinions of all the members, and the handling of their opinions shall be indicated: Not applicable.
