Independent Director Recommendation Committee
We practice progressive and innovative entrepreneurship
under the principle of transparent and responsible management
The Independent Director Recommendation Committee is tasked with recommending Independent Director candidates in accordance with relevant laws and regulations, the Articles of Incorporation, and the Regulations of the Board of Directors. The Committee assesses the independence and ability of potential Independent Directors and recommends candidates to the Board of Directors.
The Board of Directors, from among a list provided by the Committee, submits the names of the final candidates for resolution at a general meeting of shareholders. This minimizes management’s influence over the process of choosing candidates for the position of Independent Director and helps Independent Directors maintain their independence.Composition
In accordance with relevant laws and regulations, the Independent Director Recommendation Committee shall consist of at least two but no more than four Directors, with Independent Directors comprising at least half of the Committee. Members are appointed by resolution at a meeting of the Board of Directors. The Committee currently consists of three Independent Directors.
- The Independent Director Recommendation Committee is only called upon when there are candidates for Independent Director to be submitted at a general meeting of shareholders. The Head of the Committee shall call meetings and notify members and other participants of the meeting time and place at least 24 hours in advance.
- The presence of a majority of all Committee members shall constitute a quorum and resolutions shall be adopted by a majority of the votes of members attending the meeting; provided that the Committee meeting may take place via electronic means, such as by conference call, within the scope provided by relevant laws, and a member having special interest in the resolution of the committee shall not exercise his or her voting rights.
There were no Independent Director Recommendation Committee meetings held in 2014, 2017 as there were no Independent Director
candidates requiring approval.
Committee Activities in 2019 Date Agenda Attendance February 25 Recommendation of independent director candidates 3/3 present January 31 Appointment of head of Committee 3/3 present Determination of deadline for recommendation of independent director candidates
Committee Activities in 2018 Date Agenda Attendance February 21 Recommendation of independent director candidates 4/4 present January 31 Deadline for recommendation of independent director candidates 4/4 present
Committee Activities in 2016 Date Agenda Attendance February 5 Recommendation of Independent Director candidates 4/4 present January 28 Deadline for recommendation of Independent Director candidates 3/4 present
Committee Activities in 2015 Date Agenda Attendance July 30 Appointment of head of the Independent Director Recommendation Committee 4/4 present February 11 Recommendation of Independent Director candidates 4/4 present January 29 Deadline for recommendation of Independent Director candidates 4/4 present
Committee Activities in 2013 Date Agenda Attendance February 14 Recommendation of Independent Director candidates 3/3 present January 25 Appointment of Chairman of the Independent Director Recommendation Committee 3/3 present Deadline for recommendation of Independent Director candidates
Committee Activities in 2012 Date Agenda Attendance February 16 Recommendation of Independent Director candidates 3/3 present January 27 Independent director candidates confirmation 3/3 present