Audit Committee

In order to strengthen the functions of the Board of Directors and the internal control mechanism, the Company has set up an Audit Committee. The Audit Committee is composed of all independent directors and holds meetings at least once a quarter. In addition, the “Organizational Regulations of Audit Committee” have been formulated, and its functions and powers are stipulated as follows:

• Adoption of or amendments of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
• Assessment of the effectiveness of the internal control system.
• Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
• A matter bearing on the personal interest of a director.
• Asset transactions or derivatives trading of a material nature.
• Loans of funds, endorsements, or provision of guarantees of a material nature.
• The offering, issuance, or private placement of equity-type securities.
• The hiring or dismissal of the attesting certified public accountant, or their compensation.
• The appointment or discharge of a financial, accounting, or internal audit officer.
• Annual financial reports signed or sealed by the President, manager and accounting officer, and financial reports of the second quarter audited and reviewed by CPAs.
• Other material matters as may be required by the Company or by the competent authority.

Compensation Committee

In order to improve the compensation system of its directors and managers, the Company has set up a Compensation Committee. The Compensation Committee is composed of all independent directors and holds meetings at least twice a year. In addition, the “Organizational Regulations of Compensation Committee” have been formulated, and its functions and powers are stipulated as follows:

• Develop and regularly review policies, systems, standards and structures for performance evaluation and compensation of directors and managers.
• Regularly evaluate and determine the compensation of directors and managers.