IR Home Governance Board of Directors Related Information

Related
Information

We practice progressive and innovative entrepreneurship
under the principle of transparent and responsible management

Operation

1. Types of Board Meetings

There are two types of Board Meetings:

  • Regular meetings : Generally held four times a year (in every quarter)
  • Extraordinary meetings : Held whenever deemed necessary
2. Convening of the Meeting of the Board of Directors

(Related Regulation: Article 30 of the Company's Article of Incorporation)
The meetings of the Board of Directors is convened by the Chairman of the Board. The Chairman shall provide a notice of meeting to other members, along with an agenda and reasons for the meeting, at least 24 hours prior to the meeting. Any Director may convene a meeting, with consent from the Chairman of the Board, in the case where the meeting is deemed necessary for the purpose of carrying out his/her duties.

Convening Procedure : The Chairman shall give notice to each Director of the date, time and place at least twenty-four (24) hours prior thereto

3. Resolution of the Board of Directors

(Related Regulation: Article 31 of the Company's Article of Incorporation)
The presence of the majority of all Directors is required but the Board meetings may take place via electronic format, i.e., conference call. Directors have one vote per share unless an exception is provided by law. Directors are not allowed to vote in presence of any conflicts of interest.

Except as otherwise provided by relevant laws and regulations, Directors shall have one vote per share.

Voting by Persons with Special Interest: For fair review and reasonable decision-making, a Director having a special interest in the resolution of a general meeting shall not be permitted to exercise his/her voting rights thereupon. In such case, his/her voting shall not be counted.

Matters to Be
Submitted

1. Related to the Convening of General Meetings of Shareholders and Matters to Be Submitted to the Meetings
  • Convening of general meetings of shareholders
  • Approval of business reports and financial statements
  • Amendment to the Articles of Incorporation
  • Capital reduction
  • Dissolution, merger, and continuance of the Company
  • Transfer of the whole or an important part of the business of the Company
  • Conclusion, alteration or cancellation of a contract for leasing the whole business, for giving a mandate to manage such business, or for sharing with another person the entire profits and losses from the business, or of a similar contract
  • Ex post facto incorporation
  • Election and dismissal of Directors (Article 382 and Article 385 of the Commercial Code)
  • Issuance of shares at a price below par
  • Exemption of Directors from liabilities to the Company
  • Approval of stock dividends
  • Grant of stock options
  • Remuneration of Directors
  • Appointment of the Chairman of a general meetings of shareholders (which is applicable only when the Chairman of the general meetings of shareholders is appointed at a Board meeting)
  • Appointment of a person who has the authority to convene general meetings of shareholders (which is applicable only when the Chairman of the general meetings of shareholders is appointed by the Board.)
  • Other matters to be submitted to general meetings of shareholders
2. Matters Concerning Management of the Company
  • Determination and change of basic policy for management of the Company
  • Approval of business plans and quarterly and semi-annual reports,etc.
3. Matters Concerning Finance
  • Matters concerning issuance of shares
    - Determination of issuance of new shares
    - Issuance of convertible bonds and bonds with warrants
  • Acquisition, disposition, and redemption of treasury stock
  • Conclusion or renewal of internal transactions with related parties,
  • Investment in or disposal of other corporate entities
  • Provision of security or payment guarantee
  • Conclusion of loan agreements, etc.
4. Matters Concerning Directors, Board of Directors and Committees
  • Approval of Directors holding a position in another company of a competitive and/or similar business field to the Company, and approval of transactions between a Director and the Company
  • Appointment of the Chairman of the Board
  • Appointment of the Representative Director, and determination of joint lead Directors
  • Grant or cancellation of titles and/or duties of a Director
  • Establishment of committees, and appointment and dismissal of members thereof
5. Others
  • Amendment and abolishment of the operating regulations for the Board of Directors and the committees
  • Other matters provided for by the relevant laws and regulations or the Articles of Incorporation, matters delegated by general meeting of shareholders, and matters deemed necessary by the lead Director.

Responsibility
And Duties

1. Directors' Fiduciary Duty (Article 27-2 of Articles of Incorporation)

Directors shall carry out his/her duties faithfully for the Company, in accordance with relevant laws and Articles of Incorporation.

2. Prohibition of Competition by Directors (Article 32 of Articles of Incorporation)

Pursuant to the Article 32 Prohibition of Competition by Directors, no Director shall effect any transaction which falls within the same class of business as that of the Company without consent of the Board of Directors or such committee as authorized by the Board of Directors, except when a Director is elected with the knowledge that his business is in competition with the Company. Also, a Director shall resign from office in case of serving on a company in competition with the Company or becoming a public official.

Activities

etc.

1. Directors' Liability Insurance

The Company purchases Directors' liability insurance after approval from the Board of Directors or Board committees, as provided by internal regulations.

Compensation Scope : Compensation is paid to shareholders or others who suffer loss from Directors' violation of their fiduciary duty and duty of faithfulness in doing corporate business.

2. Other Support for Independent Directors

In conformity with the relevant clauses of the related regulations, Independent Directors, who play a crucial role in maintaining the independence of the Board of Directors, are entitled to get help from outside experts in making important decisions. Accordingly, the Company provides Independent Directors with outside help, including but not limited to legal and accounting advices.

The Company holds regular meetings (when the Board meets each quarter) and irregular meetings for Independent Directors without management present, to help them discuss management issues and make proposals more freely. The Company also spares no support to make sure Independent Directors discharge their duties more aggressively and independently.

New Independent Directors shall be provided with an orientation and yearly visits to overseas sites.