The main function of the Audit Committee is to supervise the following matters :
- Fair presentation of the financial reports of the Company.
- The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management of the existing or potential risks of the Company.
- Merger and acquisitions by a Company.
The powers of the Audit Committee are as follows :
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual and semi-annual financial reports.
- Other material matters as may be required by this Corporation or by the competent authority.
Audit Committees members :
The Company’s Audit Committee consists of four members.
Tenure：From July 22, 2021 to July 21, 2024.
Title
Name
Professional Qualification and Experience
Convener
YEN KUO LUNG
- National Chengchi University Master of Public Finance
- ANSWER CPAS Firm
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Committee Member
SU MING YANG
- National Taiwan University, Bachelor of Electrical Engineering
- eGalax_eMPIA Technology Inc
- The Director has work experience in the area of commerce and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Committee Member
HSU HSOU CHUN
- National Taiwan University, Master of Business Administration
- CIROCOMM Technology Corporation
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Committee Member
WU CHIA HSUN
- National Chengchi University Master of Public Finance
- Associate Professor, Department of Finance and International Business, Fu Jen Catholic University.
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Audit Committee Meeting Status :
Audit Committee meetings held 5 times in FY2023 and 2024, with the attendance status listed below :
Title
Convener
Committee Member
Committee Member
Committee Member
Name
YEN KUO LUNG
SU MING YANG
HSU HSOU CHUN
WU CHIA HSUN
Attendance in Person
5
5
5
3
By Proxy
0
0
0
0
Attendance Rate (%)
100%
100%
100%
100%
Remark
N
N
N
Newly elected on June 15, 2023
Decisions resolved in the 2023 audit committee listed below :
Date of Meeting
Agenda of Discussion
Any objection, expression of reservations or significant recommendations by independent directors
Audit Committee members’ opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
2023.03.13
- 2022 Business Report and Financial Statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Approved the proposal for appointing the CPAs and their rewards.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Resolution to approve the establishment of the general principles for the Company's pre-approved non-assurance service policy.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Adoption of the Proposal for Distribution of 2022 Profits.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Proposal for the loan of funds to subsidiaries.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Amendments to NDB's internal control related policies and procedures.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Approved the NDB's 2022 evaluation of the effectiveness of internal control system and the statement of internal control system.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
2023.05.04
- NDB 2023 Q1 financial statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Resolution to approve the amendment to the “Procedures for Acquisition or Disposal of Assets”.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Resolution to approve the amendment to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Adoption of the Issuance of Employee Restricted Stocks Awards.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2023.08.10
- NDB 2023 Q2 financial statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Announcement of determination by the board for accounting officer Appointment.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Amendments to NDB's internal control related policies and procedures General Principles.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2023.11.09
- NDB 2023 Q3 financial statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved addition of “Rules Governing Financial and Business Matters Between this Corporation and its Related Parties”
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Proposal for the loan of funds to subsidiaries.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Proposal for the loan of funds to subsidiaries.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved 2024 internal audit plan.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved the amendment of 2023 1st Restricted Stock Awards Issuance Rules.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
Communication between the independent directors and the accountant :
- The Accountant attend the Audit Committee at least twice a year and report the audit result of financial report.
- The independent directors can contact the accountant to communicate adequately at any time.
- Items of communication listed below :
Date of Meeting
Items of communication
Result of communication
2023.03.13
(Audit Committee)
- The audit result of 2022 financial report.
- The Audit Quality Indicators (AQIs) Disclosure Framework.
- Applying and updating new regulations and laws.
- (Closed Door Session)
No comments
2023.08.10
(Audit Committee)
- The review result of financial report for the Quarter Ended June 30, 2023.
- Applying and updating new regulations and laws.
- (Closed Door Session)
No comments
2024.03.13
(Audit Committee)
- The audit result of 2023 financial report.
- (Closed Door Session)
No comments
The main function of the Audit Committee is to supervise the following matters :
- Fair presentation of the financial reports of the Company.
- The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management of the existing or potential risks of the Company.
- Merger and acquisitions by a Company.
The powers of the Audit Committee are as follows :
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual and semi-annual financial reports.
- Other material matters as may be required by this Corporation or by the competent authority.
Audit Committees members
The Company’s Audit Committee consists of four members.
Tenure：From July 22, 2021 to July 21, 2024.
Title
Convener
Name
YEN KUO LUNG
Professional Qualification and Experience
- National Chengchi University Master of Public Finance
- ANSWER CPAS Firm
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Title
Committee Member
Name
SU MING YANG
Professional Qualification and Experience
- National Taiwan University, Bachelor of Electrical Engineering
- eGalax_eMPIA Technology Inc
- The Director has work experience in the area of commerce and otherwise necessary for the business of the Corporation
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Title
Committee Member
Name
HSU HSOU CHUN
Professional Qualification and Experience
- National Taiwan University, Master of Business Administration
- CIROCOMM Technology Corporation
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Title
Committee Member
Name
WU CHIA HSUN
Professional Qualification and Experience
- National Chengchi University Master of Public Finance
- Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Decisions resolved in the 2023 audit committee listed below：
Title
Convener
Name
YEN KUO LUNG
Attendance in Person
4
By Proxy
0
Attendance Rate (%)
100
Remark
Title
Committee Member
Name
SU MING YANG
Attendance in Person
4
By Proxy
0
Attendance Rate (%)
100
Remark
Title
Committee Member
Name
HSU HSOU CHUN
Attendance in Person
4
By Proxy
0
Attendance Rate (%)
100
Remark
Title
Committee Member
Name
WU CHIA HSUN
Attendance in Person
2
By Proxy
0
Attendance Rate (%)
100
Remark
Newly elected on June 15, 2023
Decisions resolved in the 2023 audit committee listed below :
Date of Meeting
2023.03.13
Agenda of Discussion
- 2022 Business Report and Financial Statements
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Approved the proposal for appointing the CPAs and their rewards
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Resolution to approve the establishment of the general principles for the Company's pre-approved non-assurance service policy
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Adoption of the Proposal for Distribution of 2022 Profits
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Proposal for the loan of funds to subsidiaries
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Amendments to NDB's internal control related policies and procedures
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Approved the NDB's 2022 evaluation of the effectiveness of internal control system and the statement of internal control system
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Date of Meeting
2023.05.04
Agenda of Discussion
- NDB 2023 Q1 financial statements
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Resolution to approve the amendment to the “Procedures for Acquisition or Disposal of Assets”
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Resolution to approve the amendment to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Adoption of the Issuance of Employee Restricted Stocks Awards
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Date of Meeting
2023.08.10
Agenda of Discussion
- NDB 2023 Q2 financial statements
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Announcement of determination by the board for accounting officer Appointment
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Amendments to NDB's internal control related policies and procedures General Principles
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Date of Meeting
2023.11.09
Agenda of Discussion
- NDB 2023 Q3 financial statements
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Approved addition of “Rules Governing Financial and Business Matters Between this Corporation and its Related Parties”
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Proposal for the loan of funds to subsidiaries.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Proposal for the loan of funds to subsidiaries.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Approved 2024 internal audit plan.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Agenda of Discussion
- Approved the amendment of 2023 1st Restricted Stock Awards Issuance Rules.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion
Date of Meeting
2024.03.13
Agenda of Discussion
- 2022 Business Report and Financial Statements.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
Agenda of Discussion
- Approved the proposal for appointing the CPAs and their rewards.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Adoption of the Proposal for Distribution of 2023 Profits.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion and the shareholder’s meeting for reporting/ratification.
Agenda of Discussion
- Amendments to NDB's internal control related policies and procedures.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Approved the NDB's 2023 evaluation of the effectiveness of internal control system and the statement of internal control system.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Proposal for the loan of funds to subsidiaries.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Approve the increase in the Corporation's acquisition of long-term marketable equity securities investment in OO Corporation.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinion
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Communication between the independent directors and the accountant
- The Accountant attend the Audit Committee at least twice a year and report the audit result of financial report.
- The independent directors can contact the accountant to communicate adequately at any time.
- Items of communication listed below :
Date of Meeting
2023.03.13
(Audit Committee)
Items of communication
- The audit result of 2022 financial report.
- The Audit Quality Indicators (AQIs) Disclosure Framework.
- Applying and updating new regulations and laws.
- (Closed Door Session)
Result of communication
No comments
Date of Meeting
2023.08.10
(Audit Committee)
Items of communication
- The review result of financial report for the Quarter Ended June 30, 2023.
- Applying and updating new regulations and laws.
- (Closed Door Session)
Result of communication
No comments
Date of Meeting
2024.03.13
(Audit Committee)
Items of communication
- The audit result of 2023 financial report.
- (Closed Door Session)
Result of communication
No comments