Audit CommitteeCompensation CommitteeCommunication between Independent Directors, Internal Auditors, and Independent Auditor
Audit Committee

Under R.O.C. law, the membership of the Audit Committee shall consist of all independent directors. AM’s Audit Committee satisfies this statutory requirement.

The Audit Committee assists the Board in the effectiveness of the implementation of the internal control system, the fair presentation of the financial reports, the hiring (and dismissal), independence, and performance of the certificated public accountants, the compliance with relevant laws and regulations and the management of the existing or potential risks of the Company. The Audit Committee is responsible to review the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given thereto; and appointment or discharge of financial, accounting, or internal auditing officers.

The Audit Committee meets at least once every quarter. Please consult AM’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Scope of duties of the Audit Committee:

  1. Communicate results of the audit report with the head of internal audit regularly according to the annual audit plan.
  2. Review financial reports.
  3. Review the hiring, dismissal of CPAs and evaluate the independence of CPAs.
  4. Assessment of the effectiveness of the internal control system.
  5. Review the Company’s operational procedures and material transactions of assets, capital lending and endorsement/guarantees.
  6. Legal compliance.

Audit Committee Members:

  1. Term of office (4th Term): Jun 11, 2024 to Jun 10, 2027
  2. Members: Shui-En Liu (Convener), Chu-Sheng Hsu (Member), Shui-Xian Lin (Member). All of them are independent directors.
  3. To view the professional qualifications and independence status of the audit committee, please click here.

Operation of the Audit Committee in 2025:

  1. Term of office (4th Term) for committee members: Jun 11, 2024 to Jun 10, 2027
  2. The Audit Committee has convened 9 times:
    Title Name Attend in Person By Proxy Attendance Rate (%) Note
    Convener Shui-En Liu 9 0 100 –
    Member Chu-Sheng Hsu 9 0 100 –
    Member Shui-Xian Lin 8 1 89 –
    1. Operation of Audit Committee:
    Audit Committee Proposal Resolution Handling of Audit Committee Members’ Opinions
    4th Term
    3rd Meeting
    2025/03/03
    1. Approval of business report and financial review report for fiscal year 2024.
    2. Approval of the Company’s “Statement of Internal Control System” for fiscal year 2024.
    3. Certificated Public Accountant is replacement for Deloitte & Touché internal adjustment.
    4. Evaluation of the independence and competence of the independent auditors.
    5. The Company’s appointment of the auditor for fiscal year 2025.
    6. Approval of non-audit services proposed by Deloitte & Touché.
    7. Approval of capital reduction of subsidiary AME.
    8. Subsidiary AMI provided loans to U.S.-based second tier subsidiary AMUSA.
    9. Amendment to part of the content on the Company’s “Regulations Governing the Acquisition and Disposal of Assets”.
    10. Amendment to part of the content on the Company’s “Procedures for Derivatives Transactions”.
    11. Amendment to part of the content on the Company’s “Internal Control System”.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    4th Meeting
    2025/04/30
    1. Approval of the proposal for distribution of 2024 earnings.
    2. Amendment to part of the content on the Company’s “Procedures for Derivatives Transactions”.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    5th Meeting
    2025/05/12
    1. Amendment to part of the content on the Company’s “Internal Control System”.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    6th Meeting
    2025/07/23
    1. Capital increase of second tier subsidiary Northlake Way.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    7th Meeting
    2025/08/11
    1. Subsidiary AMI provided loans to U.S.-based second tier subsidiary AMUSA.
    2. Amendment to part of the content on the Company’s “Regulations Governing the Acquisition and Disposal of Assets”.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    8th Meeting
    2025/08/27
    1. Certificated Public Accountant is replacement for Deloitte & Touché internal adjustment.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    9th Meeting
    2025/09/18
    1. Amendment to part of the content on the Company’s “Management of the Procedures for Loaning Funds to Others”.
    2. Amendment to part of the content on the Company’s “Management of the Procedures for Endorsements and Guarantees”.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    10th Meeting
    2025/11/10
    1. Approval for capital increased of subsidiary AMIT.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    4th Term
    11th Meeting
    2025/12/18
    1. Certificated Public Accountant is replacement for Deloitte & Touché internal adjustment.
    		 Approved by all Audit Committee members. Approved by all Directors of the Board.
    Performance Evaluation
    Compensation Committee

    AM has set up a Compensation Committee for assisting the Board to conduct regular compensation review and set up compensation standards for the Directors and managers.

    The members of the Compensation Committee are appointed by the Board. According to AM’s Compensation Committee Charter, the Committee shall consist of independent directors or external professionals and one independent director elected by all members shall be the convener and chairman of the meeting. Currently, the Compensation Committee is composed of all three independent directors.

    The Committee shall convene at least twice a year. Please consult AM’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

    Scope of duties of the Compensation Committee:

    1. Periodically reviewing the Compensation Committee Charter and making recommendations for amendments.
    2. Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of the Company and the policies, systems, standards, and structure for their compensation.
    3. Periodically assessing the degree to which performance goals for the directors and managerial officers of the Company have been achieved, and setting the types and amounts of their individual compensation.

    Compensation Committee Members:

    1. Term of office (4th Term): Jun 11, 2024 to Jun 10, 2027
    2. Members: Chu-Sheng Hsu (Convener), Shui-Xian Lin (Member), Shui-En Liu (Member). All of them are independent directors.

    Operation of the Compensation Committee in 2025:

    1. Term of office (4th Term) for committee members: Jun 11, 2024 to Jun 10, 2027
    2. The Compensation Committee has convened 2 times.
      Title Name Attend in Person By Proxy Attendance Rate (%) Note
      Convener Chu-Sheng Hsu 2 0 100 –
      Member Shui-Xian Lin 2 0 100 –
      Member Shui-En Liu 2 0 100 –
      1. Operation of Compensation Committee:
      Term & Date Agenda Results and handling of the resolution Handling of the Compensation Committee Members’ Opinions
      4th Term
      2nd meeting
      2025/03/03
      1. Formulated 2025 Remuneration Committee work plan.
      2. Reviewed the list of proposed remuneration projects to be implemented in 2025.
      3. Approval of employees and directors’ remuneration distribution for 2024.
      4. Approval of distribution of employees’ remuneration and incentive bonus (including managers).
      5. Appointment of the Company’s new managerial officers.
      		 Approved by all attending committee members Approved by all attending directors of the Board
      4th Term
      3rd meeting
      2025/11/10
      1. Approved distribution of manager incentive bonus.
      2. Appointment of the Company’s new managerial officers.
      		 Approved by all attending committee members Approved by all attending directors of the Board
      Performance Evaluation
      Communication between Independent Directors, Internal Auditors, and Independent Auditor

      Manner of communication between independent directors, internal auditor and independent auditors

      Independent directors shall hold regular audit committee meetings with the independent auditors for the independent auditors to report the results of review or audit of the financial statements and other communication matters required by applicable laws. Exchanges shall also take place as to whether there is any major adjustment between items or whether any legislative change has an impact on the accounts. In case of any major anomaly, a meeting may be held at any time.

      The internal auditor shall have regular meetings with independent directors (audit committee) at least once every quarter to report on the execution situation of internal audit and the operating status of internal control of the Company. In case of any major anomaly, a meeting may be held at any time.

      Communication between independent directors and independent auditors

      The accountant shall communicate with the governing unit (including audit committee composed of independent directors) either face-to-face or in writing in accordance with the Audit Standards. As required, the accountant shall also attend meetings of the audit committee and board meetings. There is good communication between the independent directors of the Company and the accountant to exchange the results of review of the audit by the certifying accountant of the financial statements of each quarter and other communication matters required by applicable laws.

      Historical communications are summarized as follows

      Date Main points of communication
      2025/03/03 Report on audit results of 2024 consolidated and stand-alone financial reports
      2025/11/10 Report on Key Audit Matters for 2025

      Communication between independent directors and internal auditor

      There is good communication between the independent directors of the Company and the internal auditor. Historical communications of 2025 are summarized below:

      Date Main points of communication
      2025/03/03 2024 Declaration of Internal Control System
      Report on execution status of audit plan for 4Q 2024
      2025/05/12 Report on execution status of audit plan for 1Q 2025
      2025/08/11 Report on execution status of audit plan for 2Q 2025
      2025/11/10 Report on execution status of audit plan for 3Q 2025
      2025/12/18 Submission of 2026 audit plan for discussion
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