2. Amendment to the By-Laws Regarding the Rules of Procedure for Appointment of Auditors of a Company
WHEREAS the Board of Governors established an Audit Committee whose main responsibility is to assist the Board of Governors in fulfilling its oversight responsibility relating to the integrity of JAFI's financial statements, including all Companies and other JAFI subsidiaries which the Audit Committee deems are material to the financial statements of JAFI; and
WHEREAS in order for the Audit Committee to properly fulfill its functions, it should have the responsibility to approve the establishment and/or amendment of the rules of procedure for the appointment of auditors of JAFI Companies;
THEREFORE IT IS HEREBY RESOLVED:
To amend Section VIII, subsection I, of the By Laws as follows (changes to the original are marked):
"Appointment of Auditors of a Company shall be made on the basis of the recommendations as approved by the Audit Committee submitted to the Company by an appropriate committee. The members of this committee shall be appointed by the Director of the Finance Department who will establish and/or amend its rules of procedure with the consent of the Audit Committee. The Director of the Bureau will act as coordinator of said committee."