B. Responsibility Of The Board Of Directors and SupervisorsResponsibility of Directors

The board of directors shall be responsible to the shareholders' meetings. Procedures and arrangement relating to corporate governance shall ensure that, in exercising its authority, the board of directors will comply with laws, regulations, articles of incorporation, and company shareholder meeting resolutions. Regarding the structure of the board of directors, the

number of board members shall be properly determined by reviewing the scale of corporate management and operations, the shareholding of the major shareholders, taking into consideration practical operational needs. While installing independent directors, it shall take into account the reasonable professional composition of the board of directors and the objective requirement for them to perform their duty independently.

In order to achieve the highest standards of corporate governance, the major duties of the board of directors are as follows:

• Stipulation of an effective and appropriate internal control system
• Selection and supervision of managers
• Review of the management policy and business plan of the company
• Review of the financial goals of the company
• Supervision of the operational results of the company
• Supervision and handling of the risks encountered by the company
• Ensuring company compliance with relevant laws and regulations
• Planning for the future development of the company
• Creation and maintenance of the company image and fulfillment of
• Social obligations
• Appointment of CPA or attorneys
• Protection of the rights of investors

Duties of Supervisors
The aggregate shareholding percentage of all of the supervisors of a securities firm shall comply with relevant laws and regulations. Restrictions on the share transfers of each supervisor and the creation, release, or other changes of any pledges over the shares held by each supervisor shall comply with the relevant laws and regulations, and the relevant information shall be fully disclosed.

A supervisor shall be familiar with the relevant laws and regulations, understand the rights, obligations, and duties of directors of the company and the functions and duties, and operation of each department, and attend regular meetings of the board of directors to supervise the operations and to state his/her opinions when appropriate, so as to control or discover any abnormal situation early on.

A supervisor shall investigate the operational and financial conditions of the company from time to time and the relevant departments in the company shall provide the books or documents that will be needed for the supervisor's review.