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LPL » Topics » CHAPTER IV-II. AUDIT COMMITTEE

This excerpt taken from the LPL 20-F filed Jun 23, 2009.

CHAPTER IV-II. AUDIT COMMITTEE

 

Article 36-2. (Composition of Audit Committee)

 

  (1) The Company shall have an Audit Committee in lieu of the statutory auditors in accordance with Article 34 hereof.

 

  (2) The Audit Committee shall consist of three (3) outside Directors.

 

  (3) When the shareholders appoint a member of the Audit Committee at a General Meeting of Shareholders, any shareholder who holds more than 3% of the total number of voting shares issued by the Company shall not exercise the voting rights of the shares in excess thereof.

 

  (4) The Audit Committee shall appoint, by its resolution, a person to represent the committee.

 

Article 36-3. (Duties of Audit Committee)

 

  (1) The Audit Committee shall examine the accounts and businesses of the Company.

 

  (2) The Audit Committee may request the Board of Directors to convene an extraordinary General Meeting of Shareholders by submitting documents stating the agenda and reasons for such convocation.

 

  (3) The Audit Committee may request the Company’s subsidiary to report the details of the operation, if deemed necessary for performance of its duties. In such a case, if the subsidiary fails to immediately report the details or if it is necessary to confirm the contents of the report, the Audit Committee may investigate the subsidiary’s business operation and financial status.

 

  (4) The Audit Committee shall dispose any matters delegated by the Board of Directors, as provided in the Audit Committee Charter resolved by the Board of Directors, other than those set forth in Paragraphs (1) through (3) above.

 

Article 36-4. (Auditor’s Records)

The Audit Committee shall prepare an auditor’s record with respect to auditing and shall record the substance and results of the audit in the auditors’ record, on which the names and seals or signatures of the members of the Audit Committee who have performed such audit shall be affixed.

 

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