I. Responsibilities of the Audit Committee
The Audit Committee shall convene at least once per quarter and may hold additional meetings as necessary. Its primary purpose is to assist the Board of Directors in fulfilling its oversight responsibilities related to the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and financial controls.
The main objectives of the Audit Committee are to supervise the following matters:
The fair presentation of the Company’s financial statements
The selection, dismissal, and performance (including independence) of the certified public accountants (CPAs)
The effective implementation of the Company’s internal control systems
The Company’s compliance with relevant laws and regulations
The management of the Company’s existing or potential risks
The major matters subject to Audit Committee review include:
Adoption or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act
Assessment of the effectiveness of internal control systems
Adoption or amendment of procedures for material financial operations such as the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, or providing endorsements or guarantees, pursuant to Article 36-1 of the Securities and Exchange Act
Transactions involving conflicts of interest with directors
Major asset or derivative transactions
Significant lending of funds, endorsements, or provision of guarantees
Issuance or private placement of equity-type securities
Appointment, dismissal, or remuneration of the CPAs
Appointment or dismissal of financial, accounting, or internal audit officers
Review of annual and semi-annual financial reports
Other significant matters as required by the Company or competent authorities
II. Members and Attendance of the Audit Committee
The second Audit Committee is composed of four independent directors.