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Amendments

Title：

Regulations Governing the Exercise of Powers by Audit Committees of Public Companies  CH

Amended Date： 2024.01.11 
Article Content Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Legislative History Chinese

Title： Regulations Governing the Exercise of Powers by Audit Committees of Public Companies(2017.07.28)
Date：
Article 7     An audit committee shall meet at least quarterly, which shall be set out in the audit committee charter.
    The reasons for calling a meeting of the audit committee shall be notified to each independent director member at least seven days in advance. In emergency circumstances, however, this requirement does not apply.
    One member shall be elected as the convener and meeting chair by and from among the entire membership of the audit committee. When the convener goes on leave or otherwise for any reason whatsoever is unable to convene a meeting, the meeting shall be convened by another independent director member designated by the convener, or if no such designation is made, by another member elected by and from among the independent director members of the committee.
    The audit committee may by resolution request relevant department officers, internal auditors, certified public accountants, legal counsels, or other personnel to attend the meeting as nonvoting participants and provide pertinent and necessary information; provided, they shall leave the meeting when discussion and voting take place.
Article 9     If an independent director member of the audit committee has a personal interest in any agenda item, the director shall explain the essential content of the interest. If the director's personal interest is likely to prejudice the interest of the company, the director member may not participate in discussion and voting, and shall recuse himself or herself from the discussion and voting, and also may not exercise voting rights as a proxy for any other independent director member.
    Where a matter is unable to be resolved at a committee meeting for the reason stated in the preceding paragraph, the fact shall be reported to the board of directors and the matter shall be resolved by the board instead.
Article 10     Discussions at an audit committee meeting shall be included in the meeting minutes, which shall faithfully record the following:
  1. Session, time, and place of meeting.
  2. Name of meeting chair.
  3. Attendance of independent director members at the meeting, specifying names and number of members present, excused, and absent.
  4. Names and titles of those attending the meeting as a nonvoting participant.
  5. Name of minutes taker.
  6. Matters reported.
  7. Agenda items: resolution method and result of each proposal; summary of the comments made by the independent director members on the audit committee and the experts and any other persons present at the meeting; the name of any independent director member possibly having an interest relationship as referred to in paragraph 1 of the preceding article, the essential content of the interest, the reasons why the director was required or not required to enter recusal, and the status of the recusal; and any objections or reservations expressed at the meeting.
  8. Extraordinary motions: Name of the mover; the resolution method and result of each proposal; summary of the comments made by the independent director members on the audit committee and the experts and any other persons present at the meeting; the name of any independent director member possibly having an interest relationship as referred to in paragraph 1 of the preceding article, the essential content of the interest, the reasons why the director was required or not required to enter recusal, and the status of the recusal; and any objections or reservations expressed at the meeting.
  9. Other matters required to be recorded.
    10.      The attendance book forms a part of the minutes of each audit committee meeting and shall be well preserved for the duration of the existence of the company.
        The minutes of an audit committee meeting shall bear the signature or seal of both the meeting chair and the minutes taker, and a copy shall be distributed to each independent director member on the committee within 20 days after the meeting and be carefully preserved as important company records during the existence of the company.
    The production and distribution of the meeting minutes referred to in paragraph 1 may be made in electronic form.
Article 10-1     A company shall record on audio or video tape the entire proceedings of an audit committee meeting, and preserve the recordings for at least five years, in electronic form or otherwise.
    If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of an audit committee meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.
     Where an audit committee meeting is held by video conference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be well preserved for the duration of the existence of the company.
Article 13     These Regulations shall be enforced from 1 January 2007.
     Any amendments to these Regulations shall be enforced from the date of issuance.