Audit Committee

Audit Committee

For the purpose of implementing corporate governance and strengthening the management of the Board of Directors,the Company set up an Audit Committee to replace the supervisor system on June 3, 2019. in accordance with the Company's “Audit Committee Charter”,and the term is the same as that of the current Board of Directors.

Membership
Terms of Serving as Audit Committee’s Members 2nd Audit Committee Name
2022/6/27-2025/6/26 Convener Jason Liu
2022/6/27-2025/6/26 Member Jason Liu, Jun Ishikawa, Claire Lin
Key Emphasis in Work

The Audit Committee is composed of 3 independent directors, they supervised the Company’s financial statements, the hiring of the Company’s certified CPA, internal control system, laws and the Company’s exist and potential risk control. Audit Committee held seven meetings in 2022, and the topic is as follows:

  1. Proposal of Business Report and Individual and Consolidated Financial Statements for 2021
  2. Proposal of the hiring and Remuneration for the Company’s certified CPA(including the independence of the certified public accountants)
  3. Evaluation of the operating effectiveness of its internal control system
  4. Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)”
  5. Proposal of acquisition of major assets, loaning of founds, and endorsement and guarantee.
  6. Proposal of investment in subsisiary.
  7. Proposal of 2023 Audit Plan.
Operational Status (2022)
Title Name Times of Attendance in Person Attendance by Proxy Actual Attendance(%) Remark
Independent Director Jason Liu 6 0 100 Expected Attendance Times: 6
Independent Director Jun Ishikawa 6 0 100 Expected Attendance Times: 6
Independent Director Claire Lin 6 0 100 Expected Attendance Times: 6
Other Matters to be recorded

With regard to the implementation of the Audit Committee, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all Audit Committee resolutions, and the Company’s handling of such resolutions shall be specified:

(1)Matters referred to in Article 14-5 of the Securities and Exchange Act

Date of Audit Committee Contents of motions Result The Company’s Response
2022.03.10
The 1st Meeting in 2022 of the 1st Term
  • Proposal of 2021 “Statement of Internal Control System”
  • Proposal of Business Report and Individual and Consolidated Financial Statements for 2021
  • Proposal of the hiring and compensation of CPA for 2021
  • Proposal of the benchmark date for issuance of the transfer of employee stock options for capital increases of common shares
  • Proposal of the Amendments to the “Regulations Governing the Acquisition and Disposal of Assets”
 Passed by Audit committee members Passed by the Board of Directors
2022.05.11
The 2nd Meeting in 2022 of the 1st Term
  • Proposal of the benchmark date for issuance of the transfer of employee stock options for capital increases of common shares
 Passed by Audit committee members Passed by the Board of Directors
2022.08.11
The 1st Meeting in 2022 of the 2nd Term
  • Proposal of the Company’s acquisition of assets
 Passed by Audit committee members Passed by the Board of Directors
2022.09.16
The 2nd Meeting in 2022 of the 2nd Term
  • Proposal of new investment in Kura Sushi Shanghai Co., Ltd.
 Passed by Audit committee members Passed by the Board of Directors
2022.11.10
The 3rd Meeting in 2022 of the 2nd Term
  • Proposal of the benchmark date for issuance of the transfer of employee stock options for capital increases of common shares
  • Proposal of loaning of funds to Kura Sushi Shanghai Co., Ltd.
 Passed by Audit committee members Passed by the Board of Directors
2022.12.23
The 4th Meeting in 2022 of the 2nd Term
  • Proposal of amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)”
  • Proposal of the Company’s endorsement and guarantee for Kura Sushi Shanghai Co., Ltd.
 Passed by Audit committee members Passed by the Board of Directors

(2)Except for the aforementioned matters, other resolutions which were not being approved by the Audit Committee but resolved by more than two-thirds of all the Directors: None.

2.If there were independent directors who abstained from voting due to conflict of interest, the independent directors’ names, contents of motions, and reasons for avoidance of conflict of interest should be specified: None.