Introduction

An essential and permanent body of the corporation entirely composed of directors for the purpose of making decisions on management and execution of business.

 

Mandate

 

MATTERS ON SHAREHOLDER MEETINGS

  • Convocation of shareholder meetings

  • Approval of Business Report

  • Approval of Financial Statement

  • Amendment of Articles of Incorporation

  • Reduction of equity share capital

  • Dissolution, merger, division, division-merger, and continuance of company

  • Transfer of the whole or an important part of the business of the company, or takeover of the whole business of another company

  • Conclusion, alteration or rescission 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

  • Appointment and dismissal of directors

  • Issue of shares at discount

  • Exemption of directors’ liability to the company

  • Determination of stock dividend

  • Granting of stock options

  • Remuneration of directors

  • Other agendas to be discussed at shareholder meetings

 

MATTERS ON BUSINESS MANAGEMENT

  • Appointment and dismissal of CEO

  • Revision or abolition of CEO’s duties and responsibilities

  • Establishment, management and discontinuance of committees under the Board of Directors

  • Appointment and dismissal of members of committees under the Board of Directors

  • Ruling on matters for resolution of committees under the Board of Directors

  • Revision or abolition of policies regarding management

  • Decision on simplified mergers, simplified division-mergers, small-scale mergers and small-scale division-mergers

  • Reporting of mergers and consolidations

 

MATTERS ON FINANCIALS

  • Issue of new shares

  • Capitalization of reserves

  • Issue of convertible bonds

  • Issue of bonds with warrant

  • Investment in other companies of more than a certain size and disposition of shares contributed

  • Foreign direct investment of more than a certain scale

  • Lending of funds, provision of new collateral, debt guarantee and waiver of obligation of more than a certain level

  • Conclusion of a loan agreement of a certain scale

  • Investment in facilities, extension of facilities and new factories of more than a certain scale

  • Asset acquisition and disposal of more than a certain size

 

MATTERS ON DIRECTORS

  • Approval of transaction between a director and the company

 

OTHER MATTERS

  • Filing of an important suit

  • Cancelation of granting of stock options

  • Other matters defined by laws and regulations or Articles of Incorporation, matters entrusted to the shareholders meeting, or any other matter deemed necessary by the CEO