The Audit Committee consists of all three independent directors. It meets at least once every quarter, and additional meetings may be convened at any time deemed necessary. The Committee’s main areas of oversight include the:

1. fair presentation of financial statements;
2. appointment and dismissal of CPAs, as well as the review of their independence and performance;
3. effective implementation of internal controls;
4. appropriateness of procedures and plans for complying with internal regulations;
5. control of existing and potential risks to the Company; and
6. deliberation on mergers and acquisitions.

In order to perform its duties, the Audit Committee has the right to conduct any appropriate audits and investigations in accordance with its articles of association, and has direct channels of communication with the company’s internal auditors, Certified Public Accountants and all employees. The audit committee also has the power to hire and supervise lawyers, accountants and other consultants to assist them in performing their duties.

The number of meetings convened and each member’s attendance rate can be found in Handa’s Annual Report.

Members of the Remuneration Committee are appointed by Board resolution. At present, the Remuneration Committee of the Company is composed of all three independent directors. The Committee meets at least twice a year. Its members are required to faithfully perform the following duties and submit all resolutions to the Board of Directors for discussion:

1. Formulate and regularly review the policies, systems, standards, and structure of the performance assessment and remuneration of directors and managers.
2. Regularly assess and formulate the remuneration of directors and managers.

Please consult Handa’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.