investor relations

Major Board Resolution

Internal Control System

Compal builds up its internal management system in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” and the applicable laws and regulations. In addition, Compal sets the risk management policy and standard of measuring risk for managing and controlling the Company’s extension of credits, loans and/or guarantees/endorsements to its vendors, customers and/or affiliates, and conducts risk assessment and review in accordance with the established procedures to reduce the risk of credit transactions. Meanwhile, Compal sets up a dedicated department responsible for the corporate risk management policy and the implementation of risk assessment.

Statement of Internal Control

Internal Audit

1. Establishment

The Internal Audit Office is established under the board of directors with an appropriate number of qualified persons, there are total 8 internal auditors including the chief internal auditor located in Taipei Headquarter and major production plant in China. The auditing scopes cover the functions of Taipei headquarter and controlled subsidiaries of non-public company. The operations include: annual audit plans, special projects and reported matters.

2. Operation

A. The Internal Audit Office formulates annual audit plans based on the results of the risk assessment on law requirements, internal incidents and external environment. The plans are approved by the board of directors before execution.

B. Every audit, following the audit plan, is prepared by working papers and all related information. The audit procedures include review documentations and walk through processes, auditors fully communicate with the auditees. When there are findings, improvements will be discussed with the auditees immediately. Complete results are disclosed in the audit reports.

C. After an audit is completed, a report is presented to the president, chairman and independent director to review.

D. Previously reported issues and their progresses are followed up on quarterly basis.

E. The internal audit officer attends to the audit committee and board meetings and presents the audit findings and progresses.

F. The Internal Audit Office presents a review of the Compal and its subsidiaries’ annual self-evaluation, audit findings, corrections and improvements on the internal control system to the board of directors and the president. This review is an important reference for the board of directors and the president to evaluate effectiveness of the internal control system and issue the Statement of Internal Control.

G. The annual audit plans for subsidiaries are designed based on Compal’s holding ratio, business importance, and operation type. The Internal Audit Office communicates audit findings to the subsidiaries for corrections or improvements, and follows up periodically to ensure the appropriate actions are taken.

Ethics Management

The purpose for Compal to establish the Code of Conduct is to enhance the moral cultivation and professional capabilities of our employees. As a credible enterprise, Compal believes that the behavior of its employees will affect the organization and credibility of the Company. Any employees in the Company shall carry out his/her own duty to maximize the interest of the Company in a reasonable extent; also has a duty to prevent the Company’s interest from losses.

For the public trust and the sustainable growth and development of the Company, Compal expects its employees shall follow the Code of Conduct upon engaging in the daily work and carrying out a task.

1. Comply with the national laws and regulations.

2. Ensure the rights of employees, customers, stockholders, suppliers, community and related organizations.

3. Insist on business honesty, the principles of fair trade, advertising and competition, no improper advantage and disclose information, respect for intellectual property right, protect privacy and identify, non-retaliation and be responsible sourcing of minerals.

4. Continuously improve, implement and outreach the Ethics policy to related organizations.

Major Shareholders

Date: April 26, 2016

Name of Shareholder Number of Shares Percentage of Total Issued Shares
Kinpo Electronics Inc. 151,628,692 3.39%
JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency 101,054,000 2.26%
Deutsch Bank N.A. Taipei Branch in custody for First Japan Bank and Trust for EastSpring Investments Asia-Pacific High Dividend Yield Parent Fund 84,327,000 1.89%
Standard Chartered in custody for America GMO Emerging Markets Fund 76,430,111 1.71%
Standard Chartered in custody for Fidelity Puritan Fund: Fidelity Low-Priced Stock Fund 72,000,000 1.61%
Citi (Taiwan) Commercial Bank in custody for Dimensional Emerging Markets Value Fund 69,793,333 1.56%
Citi (Taiwan) Commercial Bank in custody for Government of Singapore 69,657,548 1.56%
Standard Chartered in custody for Vanguard Stock Index Fund 67,174,629 1.50%
FuBon Insurance 64,200,991 1.44%
HSBC in custody for Puxin insurance Co. 61,109,000 1.37%

Record of Directors Communication

Communication between the independent directors/chief internal auditor /CPAs

1. The channels of the communication between the independent directors, chief internal auditor and CPAs

Chief internal auditor shall submit the audit report and follow-up report to the independent directors by the end of the month next following the completion of the audit items. Independent directors may contact the chief internal auditor at any time if they need further information about the audit and follow-up results. Internal auditor should report to the Audit Committee and discuss with them at the meeting on a regular basis.

The CPA shall report the financial statements audit result and other statutory requirements to the independent directors at least one time per year in annual Audit Committee meeting. The Audit Committee deliberates the appointment, independence, appropriateness of CPAs.

2. Summary of the communication results between independent directors and the chief internal auditor in 2016:

Date Description of major matters
2016/3/30 Brief on internal audit result for 2015/11/1~2016/3/4
2016/5/11 Brief on internal audit result for 2016/3/5~2016/5/4
2016/8/11 Brief on internal audit result for 2016/5/5~2016/7/31
2016/11/9 Brief on internal audit result for 2016/8/1~2016/10/31 and 2016 annual audit plans

3. Summary of the communication result between independent directors and CPAs in 2016:

Date Description of major matters
2016/3/30 Report of 2015 audit results of Consolidated and Non-Consolidated financial statements