会計監査委員会

This Audit Committee Charter is formulated pursuant to Article 3 of the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.”

Matters concerning the number, term of office, powers, rules of procedure for meetings, and resources to be provided by the Company when the Audit Committee exercises its powers shall be handled in accordance with this Audit Committee Charter.

The main function of the Audit Committee is to supervise the following matters:

1. Fair presentation of the Company’s financial reports.
2. The hiring (and dismissal), independence, and performance of certified public accountants of the Company.
3. The effective implementation of the Company’s internal control system.
4. The Company’s compliance with relevant laws and regulations.
5. Management of the Company’s existing or potential risks.

The Audit Committee shall be composed of the entire number of independent directors, which should not fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.
The independent director members of the Audit Committee shall serve a 3-year term, and may be re-elected to further terms. When the number of the independent director members on the Audit Committee falls below that prescribed in the preceding paragraph or in the articles of incorporation for any reason, a by-election shall be held at the next shareholders meeting to fill the vacancy. When all the independent directors are dismissed, a special shareholders meeting shall be called within 60 days from the date of the occurrence to hold a by-election to fill the vacancies.

Powers conferred by the Securities and Exchange Act, the Company Act, and any other law to be exercised by supervisors, except for those set forth in Article 14-4, Paragraph 4 of the Securities and Exchange Act, shall be exercised by the Audit Committee.
The provisions of Article 14-4, Paragraph 4 of the Securities and Exchange Act, in regard to the Company Act as concerns the actions of supervisors or their role as representatives of the Company, apply mutatis mutandis to the independent director members of the Audit Committee.

The powers of the Audit Committee are as follows:

1. The internal control system should be formulated or amended pursuant to Article 14-1 of the Securities and Exchange Act.
2. Evaluate the effectiveness of the internal control system.
3. Formulate or amend, pursuant to Article 36-1 of the Securities and Exchange Act, 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.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loaning of funds, endorsements, or guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual and semi-annual financial reports.
11. Other material matters as may be required by the Company or by the competent authority.

The aforesaid matters in the preceding paragraph shall be subject to the approval of one half or more of the entire membership of the Audit Committee and shall be submitted to the board of directors for a resolution.
Any matter in Paragraph 1, with the exception of Subparagraph 10, that has not been approved by one half or more of the entire membership of the Audit Committee may be adopted with the approval of two thirds or more of the entire board of directors.
“The entire membership” as stated in the Charter shall be counted as the number of incumbent members at the given time.
The convener of the Audit Committee shall represent the Committee to the public.

The Audit Committee shall convene at least once quarterly, and may call a meeting at its discretion whenever necessary.
In calling an Audit Committee meeting, a notice of the reasons for convening the meeting shall be given to each independent director member at least 7 days in advance. In emergency circumstances, however, the meeting may be called on shorter notice.
A member of the Audit Committee shall be elected as the convener and meeting chair by and from the entire membership of the Committee. When the convener is on leave or unable to convene a meeting for any reason, the convener shall appoint another independent director member on the Committee as acting convener; if the convener does not make such an appointment, one independent director member of the Committee shall be elected by and from the other independent director members of the Committee to serve as convener.
The Audit Committee may request the managerial officers of relevant departments, internal audit officers, certified public accountants, legal consultants, or other personnel of the Company to attend the meeting as non-voting participants and provide pertinent and necessary information, provided that they shall leave the meeting when discussion or voting takes place.
When the Audit Committee meeting is called, it shall furnish the committee members present at the meeting with relevant materials for reference as necessary.

When an Audit Committee meeting is convened, an attendance book shall be made available for signing-in by the independent director members in attendance, and thereafter made available for reference.
Independent director members shall attend the Audit Committee meeting in person; if an independent director member is unable to attend in person, the independent director member may appoint another independent director member as proxy to attend the meeting. Attendance via telecommunications is deemed as attendance in person.
A member of the Audit Committee that appoints another independent director member as proxy to attend the Audit Committee meeting shall in each instance issue a written proxy stating the scope of authorization with respect to the items on the meeting agenda.
Resolutions reached at the Audit Committee meetings shall be adopted with the approval of one half or more of the entire membership. The voting result shall be made known immediately and recorded in writing.
If for a legitimate reason it is impossible to hold an Audit Committee meeting, matters on the meeting agenda shall be adopted with the consent of two thirds or more of the entire board of directors. Nevertheless, a written opinion indicating approval or disapproval shall be obtained from each independent director member with respect to the matters under Article 6, Paragraph 1, Subparagraph 10.
The proxy under Paragraph 2 may accept a proxy from one person only.

Discussions at the Audit Committee meeting shall be included in the meeting minutes, which shall faithfully record the following:

1. The session, time, and place of the meeting.
2. The name of the meeting chair.
3. Attendance by the independent director members, including the names and the number of members present, excused, and absent.
4. The names and titles of those attending the meeting as non-voting participants.
5. The name of the minute taker.
6. The matters reported at the meeting.
7. Agenda items: For each proposal, the method of resolution and the result; a summary of the comments of the independent director members of the Audit Committee and experts and other persons present at the meeting; name of the independent director who is an interested party as referred to in Article 11, Paragraph 1, explanation of the material aspects of the interest the director has, the reason why the director should or should not recuse himself or herself and whether or not the director has rescued; and any objections or reservations expressed.
8. Extraordinary motions: The name of the proposer; the method of resolution and the result for each motion; a summary of the comments of the independent director members of the Audit Committee and experts and other persons present at the meeting; name of the independent director who is an interested party as referred to in Article 11, Paragraph 1, explanation of the material aspects of the interest the director has, the reason why the director should or should not recuse himself or herself and whether or not the director has rescued; and any objections or reservations expressed.
9. Other matters required to be recorded.
   The attendance book constitutes part of the minutes for each meeting of the Audit Committee and shall be appropriately preserved during the existence of the Company. The Audit Committee meeting minutes shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each independent director member within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of the Company. The meeting minutes as stated in Paragraph 1 may be produced and distributed in an electronic form.

The Audit Committee’s meeting agenda shall be drafted by the convener. Other members may also put forward proposals for discussion by the Committee.

An independent director member of the Audit Committee shall explain the material aspects of the interest he or she has when he or she is an interested party with respect to a given agenda item. When such a relationship is likely to prejudice the interests of the Company, the director shall not attend the discussion and voting and shall recuse himself or herself therefrom. Also, they shall not exercise the voting right for and on behalf of another independent director member.
If, for the reason stated in the preceding paragraph, an agenda item cannot be resolved at the Audit Committee meeting, it shall be reported to the board of directors, which shall resolve on the item.

Any and all the Audit Committee meeting(s) shall be audio-recorded or videotaped from beginning to adjournment of the meeting as evidence and the files shall be kept for at least five (5) years. The files may be stored in an electronic form.
If any litigation relating to a resolution of the Audit Committee commences before the expiry of the period in which the evidence shall be kept in accordance with the provision in the preceding paragraph, the relevant data of audio-recorded or videotaped evidence shall continually be kept until the conclusion of the litigation.
For the Audit Committee meeting convened via videoconferencing, the audio-recorded and videotaped data is an integral part of the meeting minutes and shall be properly kept during the existence of the Company.

The Audit Committee may resolve to retain the service of an attorney, certified public accountant, or other professionals to provide advice with respect to matters in connection with Article 6. The costs of their services shall be borne by the Company.

The Audit Committee members shall exercise the due diligence of a good administrator and faithfully perform the duties prescribed in this Charter; they shall be accountable to the board of directors and shall submit their proposals to be resolved by the board of directors.

The Audit Committee shall conduct periodic reviews of matters relating to this Charter and present the results for amendment by the board of directors.
The execution of tasks relating to resolutions adopted by the Audit Committee may be delegated to the convener or other Committee members for follow-up, with a written or verbal report to be presented to the Committee during the implementation period. When necessary, the matter shall be presented for ratification or a report made at the next Audit Committee meeting.

This Charter, and any amendments hereto, shall come into in force after adoption by a resolution of the board of directors.