Corporate Governance

Duties

The Committee is composed of all independent directors, the main duties of the Committee are:

1. Formulate or amend the internal control system in accordance with Article 148-3, Paragraph 1 of the Insurance Act, Article 14-1 of the Securities and Exchange Act.
2. Evaluation of the effectiveness of an internal control system.
3. Formulate or amend procedures for handling significant financial operations involving the acquisition or disposition of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
4. Formulate or amend the procedures for engaging in derivative transactions, investing in publicly traded unlisted and private placement securities, lending money to interested parties or other transactions in accordance with Article 146, Paragraph 8, Article 146-1, Article 146-3 and Article 146-7 of the Insurance Act.
5. Matters involving the personal interest of Directors.
6. Material asset or derivatives transactions.
7. Material monetary loans, endorsements, or provisions of guarantees.
8. The offering, issuance, or private placement of any equity-type securities.
9. The hiring, discharge, or compensation of an attesting CPA and Actuary.
10. The appointment or discharge of a financial, accounting, or internal audit officer.
11. Annual financial statements signed or sealed by the Chairman, managers, and chief accounting officer and the second quarter financial statements audited and attested by CPAs.
12. Formulate ethical corporate management policies and prevention programs and supervise their implementation.
13. Any other material matter required by the Company or the competent authority.

The Audit Committee shall hold at least once ever quarter and, within its terms of reference, may request the attendance of and provide necessary information to relevant department managers, internal auditors, accountants, legal counsel or other personnel. However, they should leave the meeting during discussions and voting.

Convener

Members

Communication of Independent Directors with the Internal Audit Officer and CPAs