Limited Liability Companies

A limited liability company may, as provided in its articles of association, establish within its board of directors an audit committee composed of directors to exercise the statutory powers of the board of supervisors, in which case no board of supervisors or supervisor is established. An employee representative serving on the board may also serve on the audit committee.

Joint Stock Companies

A joint stock company may, as provided in its articles of association, establish within its board of directors an audit committee composed of directors to exercise the statutory powers of the board of supervisors, in which case no board of supervisors or supervisor is established.

The audit committee shall have at least three members. A majority of its members may not hold any position in the company other than that of director and may not have any relationship with the company that could affect their independent and objective judgment. An employee representative serving on the board may also serve on the audit committee.

A resolution of the audit committee requires approval by a majority of all committee members.

Each member has one vote when the audit committee votes on a resolution.

Unless otherwise provided by the Company Law, the procedures for deliberation and voting of the audit committee shall be specified in the articles of association.

A company may establish other committees within its board of directors as provided in its articles of association.