Corporate Governance

Committees - Audit Committee

VIS Audit Committee consists of independent directors Benson W.C. Liu, Chintay Shih, and Kenneth Kin.

Audit Committee is set up to enhance the oversighting function of the Board. The purpose of this committee is to review and supervise the following:

Communication between independent directors and internal audit managers

The independent directors of VIS convene an audit committee meeting at least once every quarter and meet with internal audit managers closed-doors.

The units shall each perform their assessments of the company's internal audits and environmental, health and safety practices before entering into discussion and communication. Internal audit managers perform the audit according to the annual audit plan and submit audit and follow-up reports to the independent directors for review on a monthly basis. In the event of any serious violation, the internal audit should report to the independent directors timely and a meeting shall be convened when needed.

Summary of communication between Independent Directors and Internal Audit Managers
2020

11/03/2020

Key Communication Points
  • The audit findings for the third quarter 2020 were reviewed and discussed.
  • The proposed 2021 Annual Internal Audit Plan was reviewed and discussed.
Implementation Status

Item 1 has no follow-up required.
Item 2 was agreed by the Audit Committee and subsequently approved by the Board in its November 2020 meeting.

08/04/2020

Key Communication Points
  • The results of the second quarter 2020 auditing implementation were reviewed and discussed.
Implementation Status

No follow-up required.

04/27/2020

Key Communication Points
  • The results of the first quarter 2020 auditing implementation were reviewed and discussed.
Implementation Status

No follow-up required.

02/20/2020

Key Communication Points
  • The results of the 2019 auditing implementation were reviewed and discussed.
  • "The assessment of the effectiveness of the internal control system in 2019" and "The Internal Control Statement which declares the internal control design and implementation are both valid" were both reviewed and approved.
  • The proposed revisions of internal control systems were reviewed and discussed.
Implementation Status

No follow-up required for Item 1.
Items 2 and 3 were approved by the Audit Committee and subsequently approved by the Board in its Feb. 2020 meeting.

2019

10/29/2019

Key Communication Points
  • The audit findings for the third quarter 2019 were reviewed and discussed.
  • The proposed 2020 Annual Internal Audit Plan was reviewed and discussed.
Implementation Status

Item 1 has no follow-up required.
Item 2 was approved by the Audit Committee and subsequently approved by the Board in its October 2019 meeting.

07/29/2019

Key Communication Points
  • The audit findings for the second quarter 2019 were reviewed and discussed.
Implementation Status

No follow-up required.

04/29/2019

Key Communication Points
  • The audit findings for the first quarter 2019 were reviewed and discussed.
Implementation Status

No follow-up required.

01/28/2019

Key Communication Points
  • The audit findings for the 2018 were reviewed and discussed.
  • The proposed "effectiveness examination to 2018 internal control system" and "approval to the statement which declares the validity of internal control design and implementation" were reviewed and discussed.
  • The proposed revisions of internal control systems were reviewed and discussed.
Implementation Status

Item1 has no follow-up required.
Items 2 and 3 were approved by the Audit Committee and approved by the Board in its Jan. 2019 meeting.

2018

10/29/2018

Key Communication Points
  • The audit findings for the third quarter 2018 were reviewed and discussed.
  • The proposed 2019 Annual Internal Audit Plan was reviewed and discussed.
Implementation Status

Item1 has no follow-up required.
Item2 was approved by the Audit Committee and subsequently approved by the Board in its October 2018 meeting.

08/06/2018

Key Communication Points
  • The audit findings for the second quarter 2018 were reviewed and discussed.
Implementation Status

No follow-up required

04/30/2018

Key Communication Points
  • The audit findings for the first quarter 2018 were reviewed and discussed.
  • Report on delegation of authority for Board of Directors, Functional Committee, Chairman, General Manager and Deputy General Manager was made.
Implementation Status

No follow-up required

02/05/2018

Key Communication Points
  • The audit findings resulted from executing the approved auditing programs for the 2017 were reviewed.
  • The proposed "effectiveness examination to 2017 internal control system" and "approval to the statement which declares the validity of internal control design and implementation" were reviewed and discussed.
  • The proposed revisions of internal control systems were reviewed and discussed.
Implementation Status

Item 1 has no follow-up required.
Items 2 and 3 were approved by the Audit Committee and approved by the Board in its Feb. 2018 meeting.

2017

11/06/2017

Key Communication Points
  • The audit findings resulted from executing the approved auditing programs for the third quarter 2017 were reviewed and discussed.
  • The proposed 2018 Annual Internal Audit Plan was reviewed and discussed.
Implementation Status

The proposed 2018 Annual Audit Plan was approved by the Audit Committee and subsequently approved by the Board in its November 2017 meeting.

07/28/2017

Key Communication Points
  • The audit findings resulted from executing the approved auditing programs for the second quarter 2017 were reviewed and discussed.
Implementation Status

No follow-up required

05/05/2017

Key Communication Points
  • The audit findings for the first quarter 2017 were reviewed and discussed.
Implementation Status

No follow-up required

02/21/2017

Key Communication Points
  • The audit findings for the 2016 were reviewed and discussed.
  • The proposed 2016 Internal Control System Statement was reviewed and discussed.
  • The proposed revision of internal control system was reviewed and discussed.
Implementation Status

The proposed 2016 Internal Control System Statement and revision of Internal Control System were both approved by Board in its Feb. 2017 meeting.

2016

11/01/2016

Key Communication Points
  • The audit findings for the third quarter, 2016 were reviewed and discussed.
  • The proposed 2017 Annual Internal Audit Plan was reviewed and discussed.
Implementation Status

The proposed 2017 Annual Audit Plan was approved by Board in its November 2016 meeting.

07/26/2016

Key Communication Points
  • Implementation status of second quarter 2016 annual audit plan and internal audit reports
  • The Company was reminded of the schedule of the Anti-Tax Avoidance Provisions and the response measures to be taken in advance
Implementation Status

The Company will continue to monitor the situation and make appropriate preparations

05/03/2016

Key Communication Points
  • Implementation status of first quarter 2016 annual audit plan and internal audit reports
  • Members of the committee proposed amendments to the Audit Committee Organizational Rules so to expand its scope to include business reports and the authority to distribute earnings or compensate losses
Implementation Status

The rules were amended and passed by the board of directors in August, 2016

01/27/2016

Key Communication Points
  • Implementation status of 2015 annual audit plan and internal audit reports.
  • Arrangements are made to share the Company's risk management mechanisms with affiliated suppliers as appropriate.
Implementation Status

An experience sharing meeting was held in April, 2016

Communication between independent directors and accountants

The independent directors of VIS meet with the audit committee and accountants behind closed doors every quarter. The accountants will report on the results of audits/reviews of the financial statements of VIS and its subsidiaries, and discuss with the independent directors the methods and scopes of audits/reviews, material accounting estimates, selection or modification of accounting principles, important issues discussed with the supervisory authority, any material adjustment, any difference in opinion with the supervisory authority, any difficulty encountered during audits/reviews, potential impact of material exposures to financial statements, changes in securities and tax laws, and the statement of independence issued by the accountants.

Summary of communication between Independent Directors and External Auditor
2020

11/03/2020

Key Communication Points
  • Results from reviewing of the third quarter, 2020 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • Recent amendments on the related laws and regulations were reported and reviewed.
Implementation Status

No follow-up required for these items.

08/04/2020

Key Communication Points
  • Results from reviewing of the second quarter 2020 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed.
  • Recent amendments on the related laws and regulations governing operations of the Audit Committee were reported and reviewed.
Implementation Status

No follow-up required for these items.

04/27/2020

Key Communication Points
  • Results from reviewing of the first quarter 2020 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed.
  • Recent amendments on the related laws and regulations were reported and reviewed.
Implementation Status

No follow-up required for these items.

02/20/2020

Key Communication Points
  • Results from auditing of the 2019 consolidated and parent company only financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed.
  • The 2019 Key Audit Matters(KAM) were reviewed and discussed.
  • Recent amendments on the related laws and regulations were reported and reviewed.
Implementation Status

No follow-up required for these items.

2019

10/29/2019

Key Communication Points
  • Results from reviewing of the third quarter 2019 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed.
  • Discussion of the 2019 Key Audit Matters.
  • Report on new amendments of laws and regulations.
Implementation Status

No follow-up required.

07/29/2019

Key Communication Points
  • Results from reviewing of the second quarter 2019 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and reasonably assured.
  • Report on new amendments of laws and regulations.
Implementation Status

No follow-up required.

04/29/2019

Key Communication Points
  • Results from reviewing of the first quarter 2019 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and reasonably assured.
  • Report on new amendments of laws and regulations.
Implementation Status

No follow-up required.

01/28/2019

Key Communication Points
  • Results from auditing of the 2018 consolidated and parent company only financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • Report on 2018 Key Audit Matters.
  • Report on new amendments of laws and regulations.
Implementation Status

No follow-up required.

2018

10/29/2018

Key Communication Points
  • Results from reviewing of the third quarter 2018 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed.
  • Discussion of the 2018 Key Audit Matters.
  • Reviewing of new amendments of relevant laws and regulations.
Implementation Status

No follow-up required

08/06/2018

Key Communication Points
  • Results from reviewing of the second quarter 2018 consolidated financial statements by the External Auditors were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • Report on key amendments of related laws and regulations was made.
  • Audit Committee requested the External Auditor to report and discuss the proposed Key Audit Matters(KAM) for 2018 FS Audit in the 4th Regular Audit Committee Meeting.
Implementation Status

The number 4 Key communication Point was listed in the next meeting plan.

04/30/2018

Key Communication Points
  • Results from reviewing of the first quarter 2018 consolidated financial statements by the External Auditors were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • Report on new amendments of laws and regulations was made.
Implementation Status

No follow-up required

02/05/2018

Key Communication Points
  • Results from auditing of 2017 parent company only and consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • Key Auditing Matters were reviewed and discussed.
  • The new and amendments of accounting tax and governance related laws, regulations and practices/codes as well as their potential impact on operation were reviewed and discussed.
Implementation Status

No follow-up required

2017

11/06/2017

Key Communication Points
  • Results from reviewing for the third quarter 2017 consolidated financial statements were reported and discussed.
  • Independence and performance of the External Auditors were reviewed.
  • Report on 2018 CPAs' rotation.
  • 2017 Key Audit Matters were reviewed and aligned.
  • Report on new amendments of laws and regulations as well as the new IFRSs application and their projected impact on the presentation of the Company's financial statements.
Implementation Status

No follow-up required

07/28/2017

Key Communication Points
  • Results from reviewing the second quarter 2017 consolidated financial statements by the External Auditors were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
Implementation Status

No follow-up required

05/05/2017

Key Communication Points
  • Results from reviewing for the first quarter 2017 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
Implementation Status

No follow-up required

02/21/2017

Key Communication Points
  • Results from auditing for the 2016 parent company only and consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • Report on Key Audit Matters in the Independent Auditors' Report.
  • Report on the MOF's amendment of "Regulations Governing the Reduction of Expenditures for Corporate Research and Development as Investment".
Implementation Status

No follow-up required

2016

11/01/2016

Key Communication Points
  • Results from auditing for the third quarter 2016 consolidated financial statements were reported and discussed.
  • Independence of the External Auditors were reviewed and assured.
  • The 2016 Key Audit Matters were reviewed and aligned.
Implementation Status

No follow-up required

07/26/2016

Key Communication Points
  • Reports and discussions on second quarter 2016 consolidated financial statements and subsidiaries' financial statements
  • As of 2016/07/26, there has not been any incident that may affect the impartiality and independence of the accounting firm or any violation that may affect the impartiality and independence of the accounting firm
  • Report on the Legislative Yuan passing the addendum to the Anti-Tax Avoidance Provisions
Implementation Status

No follow-up required

05/03/2016

Key Communication Points
  • Reports and discussions on first quarter 2016 consolidated financial statements and subsidiaries' financial statements
  • As of 2016/05/03, there has not been any incident that may affect the impartiality and independence of the accounting firm or any violation that may affect the impartiality and independence of the accounting firm
  • The FSC released the FSC-approved International Financial Reporting Standards for 2017 and the implementation schedule for the Statement on Auditing Standards No. 57
  • The SFB amended the report, "Corporate Governance Q&A - Audit Committee"
Implementation Status

No follow-up required

01/27/2016

Key Communication Points
  • Audit reports and discussions on 2015 individual and consolidated financial statements and subsidiaries' financial statements
  • As of 2016/01/27, there has not been any incident that may affect the impartiality and independence of the accounting firm or any violation that may affect the impartiality and independence of the accounting firm
  • Interpretation of changes in employee remuneration in the Company's Articles of Incorporation and report on amendment of Statute for Industrial Innovation
Implementation Status

No follow-up required