The B of D has established professional committees by specific field for the effective and professional operation of the B of D, and has delegated partial authority to these committees
The Audit Committee supervises the legality of performance of directors and management to enhance enterprise value. The Committee is operated independently from management and certain shareholders.
Organization
The Audit Committee must be comprised of three or more directors and two-thirds or more from outside directors, and include one or more accounting or financial expert.
The company's Audit Committee is currently comprised of four outside directors, (chair as outside director) and includes one accounting or financial expert.
Appointment and term of members
The Audit Committee members are appointed by resolution at the annual general meeting of shareholders, and shareholders, who hold more than 3% of total number of shares, cannot exercise voting rights in respect of such excess shares beyond the limit.
The term of an Audit Committee member is the same as that of the director, and can be extended by resolution at the AGM.
Operation
Regular Audit Committee meetings are held at least once a quarter, and special meetings can be held as often as needed.
The Audit Committee can ask an involved employee to attend the meeting, and can request for an expert consultation at the expense of the company.
The Committee checks whether the company follows the standard of Law through the Compliance Officer, and may utilize the company's audit team for the performance of its duty.
The operation details are determined by the Regulations of Audit Committee.
Rights
Supervise legitimacy of performance of directors and management
Examine validity and integrity of financial management
Examine and control the internal audit system
Assess the appropriateness of financial reporting
Examine validity of changes in important accounting standards and accounting estimates
Report appointment and dismissal of external auditor to AGM
Mediate external auditor and the B of D
Evaluate the activities of the external auditor regularly
Approve, in advance, external auditor's management consultation for non-audit purposes.
Check whether the company has taken corrective actions based on results of internal and external audits