Corporate Governance - Audit and Compensation Committee

The members of the Audit Committee are all four independent directors and have the authority to appoint and oversee lawyers, accountants, or other advisors to assist in performing their duties. The Audit Committee holds at least one regular meeting each quarter. For information about the committee's meeting schedule and each member's attendance rates, please refer to the company's annual report and related records.

The purpose of the Audit Committee is to assist the Board of Directors in overseeing the integrity and reliability of the company's accounting, auditing, financial reporting processes, and financial controls. Matters reviewed by the Audit Committee include: financial statements; audit and accounting policies and procedures; internal control systems; significant asset or derivative transactions; significant loans, endorsements or guarantees; capital raising or issuance of securities; regulatory compliance; related-party transactions involving managers and directors and potential conflicts of interest; employee complaint reports; enterprise risk management; appointment, dismissal, or remuneration of the certified public accountants; and appointment or dismissal of financial, accounting or internal audit heads. To fulfill its responsibilities, the Audit Committee, in accordance with its organizational rules, has the authority to carry out any appropriate audits and investigations and maintains direct lines of communication with the company's internal audit staff, certified public accountants, and all employees.

The Compensation Committee is composed of four independent directors; the chairman and general manager may be invited to attend meetings as necessary, but should recuse themselves when their own compensation is being discussed. According to the committee's organizational rules, at least a majority of the members must be independent directors, and members are appointed by the Board. The Compensation Committee holds at least two regular meetings each year. For information about the committee's meetings and each member's attendance rates, please refer to the company's annual report and related records.