1. Composition of the Audit Committee
- 1.1 The Company shall install an Audit Committee in lieu of an Auditor.
- 1.2 The Audit Committee shall consist of 3 Directors.
- 1.3 Two thirds or more of the Committee members should be Outside Directors. Members who are not Outside Directors shall meet the requirements specified in Paragraph 3, Article 54-6 of the Securities Transaction Act.
- 1.4 The Audit Committee shall select a representative of the Committee.In this case, a number of members may jointly represent the Committee.
2. Responsibilities of the Audit Committee
2.1 Items on the General Shareholders’ Meeting
- Request for convocation of an Extraordinary Shareholders’ Meeting.
- Statement on the documentation and agenda of the General Shareholders’ Meeting.
2.2 Directors and Board of Directors
- Duty of reporting to the Board of Directors.
- Development and submission of the Audit Report.
- Damage request regarding any illegal act on the part of the Director.
- Request for a business report to the Director.
- Items entrusted by the Board of Directors
2.3 Items for Audit
- Investigation into business and properties.
- Investigation of subsidiaries.
- Receiving the Director’s report.
- Representative of the Directors and the Company at the time of a dispute.
- Determination on filing a lawsuit when a lawsuit against the Director is requested by minor shareholders.
- Request for the appointment of an Outside Auditor
- Receiving information on irregularities in the execution of the Director’s duties or a report that contains facts in material breach of the law or the Rules of Incorporation from an Outside Auditor
- Receiving a report on facts pertaining to the Company in breach of the accounting principles from an Outside Auditor.
- Evaluation of the internal control system.
- Items that require a decision by the Audit Committee as stipulated in the law or the Rules of Incorporation, or items that are deemed necessary by another Audit Committee.