Functional Committee

To enhance corporate governance and strengthen the structure of the Board of Directors, the Company has established functional committees composed of three independent directors, forming the “Audit Committee” and the “Compensation Committee,” thereby implementing independent oversight and supervisory functions.

Audit Committee

The Audit Committee of TrueLight Corporation is composed entirely of independent directors and convenes at least once per quarter. The committee assists the Board of Directors in fulfilling its oversight responsibilities related to the fair presentation of the Company’s financial statements, the selection (or dismissal), independence, and performance of the external auditor, the effective implementation of internal control systems, compliance with applicable laws and regulations, and the management of existing or potential risks.

Details regarding meeting attendance and participation by each committee member are disclosed in the Company’s annual reports and on the Market Observation Post System (MOPS).

The main responsibilities of the Audit Committee include the following:

Establishing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.

Assessing the effectiveness of internal control systems.

Establishing or amending procedures for major financial transactions such as acquisition or disposal of assets, derivative trading, lending of capital to others, and providing endorsements or guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.

Reviewing matters involving director conflicts of interest.

Approving major asset or derivative transactions.

Reviewing significant lending of capital, endorsements, or guarantees.
Reviewing issuance, offering, or private placement of equity-type securities.
Appointing, dismissing, or compensating the external auditor.
Appointing or dismissing the financial, accounting, or internal audit officers.
Reviewing annual financial reports signed or sealed by the Chairperson, General Manager, and Accounting Officer, and Q2 financial reports subject to CPA review.
Other material matters as stipulated by the Company or competent authorities.

Subject	Download
Communication Between Audit Committee and CPA

Compensation Committee

To establish a sound compensation system for directors and managerial officers, the Company established the Compensation Committee in December 2011. The committee meets at least twice a year and currently consists of three members appointed by the Board of Directors. One of the members serves as the convener. The committee faithfully performs the following duties and submits its recommendations to the Board for discussion:

Regularly reviewing its charter and proposing amendments.
Establishing and periodically reviewing the policies, systems, standards, and structure for performance evaluation and compensation of directors and managerial officers, and making recommendations to the Board.
Periodically evaluating and setting the compensation of directors and managerial officers and making recommendations to the Board.

Subject	Download
Compensation Committee Charte
Compensation Committee Operation