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Since its founding a decade ago, VIS has
implemented the principle of Corporate Governance into its
day
to day management and has enabled VIS to pursue the utmost
benefits for its shareholders.
In 2003, VIS recruited a group of distinguished professionals
from industry, finance, and legal matters to join its
Board Of Directors (BOD). Audit, Compensation, and Corporate
Governance & Nomination committees were
established at the first meeting of the new BOD. At the second
meeting of the BOD, the Charters of three committees
that empower the BOD functions of supervision and Corporate
Governance were approved.
In addition, VIS has established relevance by laws to implement
major principles of Corporate Governance: protecting
shareholders' rights and interests, strengthening the powers
of the board of directors, fulfilling the function
of supervisors, and enhancing information transparency. Vanguard
has also established and effectively
implemented a comprehensive internal control system. BOD
and the management review the reports of the
internal audit department regularly to make sure of operational
efficiency, and the accuracy of financial reporting
and compliance to all regulations.
1. Audit Committee
The Audit Committee assists the BOD to perform its supervision
responsibilities, which include reviewing the
Company's financial reports, the Company's auditing and accounting
policies and procedures, evaluating the
independence of the Company's auditors, verifying effectiveness
of internal control, and examining the legitimacy
and appropriateness of policies and procedures concerning avoiding
conflicts of interest.
VIS Audit Committee is empowered by its Charter. Its responsibilities
include auditing the Company's accounting
system, financial conditions, and financial reports, all which
adhere to major accounting and auditing principles,
verifying the use of appropriate internal control systems,
and overseeing the disclosure of major financial risks
and contingent measures correspondent to existing or potential
risks. As of March 15 2004, there are four
members that comprise the Audit Committee: one independent
director, one director, and two supervisors.
2. Corporate Governance and Nomination Committee
The Corporate Governance and Nomination Committee assists
the BOD to perform its responsibilities related to
protection of all shareholders interest and nomination of directors,
supervisors and president.
VIS s Corporate Governance and Nomination
Committee is empowered by its Charter to assure the fairness
and independence of the BOD, to preclude insiders own benefits,
to study and recommend sound principles
of corporate Governance, to study and recommend the structure,
scale of the BOD and the subordinate
Committees, and to suggest a list of BOD members candidates
before terms expiration. As of March 15 2004,
three members comprised the Corporate Governance and Nomination
Committee, one independent director
and two directors.
3. Compensation Committee
The Compensation Committee assists the BOD to perform its
responsibilities related to corporate compensation
and benefit policies; plans and programs to attract and retain
talent for the company.
The Charter of VIS s Compensation Committee specifies duties
that include approving the Company s compensation
policies and structure, auditing their implementation and recommending
to the BOD the board members'
compensation. As of March 15 2004, three directors comprised
the Compensation Committee.
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