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