JASO » Topics » AUDIT COMMITTEE

This excerpt taken from the JASO 20-F filed Jun 25, 2009.
Audit Committee. Our audit committee consists of Mr. Nai-Yu Pai and Mr. Honghua Xu and is chaired by Mr. Nai-Yu Pai. All of the members of the audit committee satisfy the “independence” requirements of the Nasdaq Marketplace Rules and meet the criteria for “independence” under Rule 10A-3 under the Exchange Act. We have been in the process of seeking a third member for our Audit Committee after Mr. Robert Jih-Chang Yang, a former member of our Board of Directors and Audit Committee that also satisfied the “independence” requirements described above, resigned in March 2009.  The third seat on our audit committee is currently vacant in reliance on Nasdaq Marketplace Rule 5615(a)(3), which permits a foreign private issuer like us to follow our home country practice in relation to the composition of its audit committee. In this regard we have elected to adopt the practices of our home country, the Cayman Islands, which does not require us to have a three member audit committee or to fill all three seats on the audit committee at this time.  The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:
 
 
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appointment, compensation, retention and oversight of the work of the independent registered public accounting firm;
 
 
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approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;
 
 
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meeting separately and periodically with management and the independent registered public accounting firm;
 
 
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oversight of annual audit and quarterly reviews, including reviewing with independent registered public accounting firm the annual audit plans;
 
 
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oversight of financial reporting process and internal controls, including reviewing the adequacy and effectiveness of our internal controls policies and procedures on a regular basis;
 
 
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters; and
 
 
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reviewing and implementing related person transaction policies and procedures for the committee’s review and approval of proposed related person transactions, including all transactions required to be disclosed by Item 404(a) of Regulation S-K under the Securities Act.
 
 
This excerpt taken from the JASO 20-F filed Jun 1, 2007.

AUDIT COMMITTEE

124. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the NASD Rules and the rules and regulations of the SEC.

125.     (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

126. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall review and approve the Company’s policy and procedures with respect to related person transactions and approve related person transactions in accordance with such policy and procedures.

EXCERPTS ON THIS PAGE:

20-F
Jun 25, 2009
20-F
Jun 1, 2007
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