Responsibilities and Organization of Internal Audit Office:

Responsibilities:
Internal Audit Office assists Board of Directors (BOD) and top management to independently, objectively assess completeness, validity and implementation of Asus Group internal control system.
Internal Audit Office properly submits improvement proposals to assure that internal control system proceed continuously. In accordance with Board of Directors (BOD) and top management assignment, Internal Audit Office conducts relevant investigation, assessment or consultation to assist Board of Directors (BOD) and top management to fulfill responsibilities.

Organization:
Audit Office is subordinated BOD and set a Chief Audit Executive(CAE) to manage Company internal audit business and supervise Audit Office . CAE appointment and dismissing shall be approved by Board of Directors.
It set appropriate numbers of full-time auditors to conduct periodical, irregular audit, and special projects of ASUS Group.

Internal Audit Operation provides Asus Group the following services:


• Annual audit of headquarter: Internal auditors shall frame annual audit proposals in accordance with risk assessment and relevant regulations Audit proposals shall be approved by BOD prior to implement. The annual audit includes but not limits to operational audit and compliance with law audit.
• Special project audit: In accordance with BOD and top management operation and request to execute irregular special project auditing.
• Annual self-assessment of internal control system: Audit Office annually coordinates [self-assessment of internal control] that is executors to periodically evaluate rationality, execution and effectiveness of all operation control items. Through Internal Audit Office reviews [self-assessment of internal control] reports, the evaluated result is submitted to BOD and top management.
• Subsidiary audit: In accordance with the annual audit plan or BOD request, Audit Office conducts periodical or irregular audit to evaluate and assure the business objective achievement, reliability of financial reporting and adequacy of internal control system. Audit office assists Company reasonable assurance in the subsidiary performance enhancement, compliance with applicable laws and regulations and effectiveness and efficiency of operations.
• Consulting service: Audit Office provides operation effectiveness improvement advice and internal control system consulting service in order to enhance effectiveness and efficiency of business operations




For above duties, internal Audit Office shall submit reports and working papers including evaluation of internal control systems and business operation. In order to determine the property of current regulations and control procedures, implementation of internal control and rationality of advantage for management and operation units, Audit Office shall provide improvement proposals adequately.

The auditors shall uphold detached independence, objective fair stance, truth-seeking spirit and modest, honest, diligent, agile, brave attitude to perform duties. The auditors shall ensure that the internal control system is implemented continuously effectively, and assist management to fulfill obligations.