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  1. CORPORATE GOVERNANCE
  2. Board of Directors (BOD)
  3. Operation & Auth

Operation & Auth homeCORPORATE GOVERNANCE

Board meetings

Board meetings are made up of regular meetings and special meetings.

  • Regular board meeting: At least one ordinary meeting will be held each quarter, the date will be determined and notified by the Chairman.
  • Special board meeting: Special meetings will be held as often as necessary.

Calling a board meeting

In general, board meetings are called by the Chairman, but if a director recognizes a need to call a meeting, he can make a request to the Chairman to call the meeting and explain the agenda and purpose. If the Chairman fails to call the meeting without due cause, then the director who requested the meeting, may call the meeting instead.

  • Process: A meeting date should be decided before a board meeting is called, and a written, electronic or verbal notice must be sent to the directors 24 hours prior to the meeting date. Board meetings can be held at any time without this notification process, if all directors consent.

Resolution process

Unless otherwise set forth by law, a board resolution requires the attendance of more than half of the board and a majority vote from the directors present.

  • The board allows directors to participate in meetings via conference call, video conference, and other communication mediums under the conditions permitted by law.
  • If a director has a special interest regarding the agenda, he cannot exercise his vote for the resolution, and the director cannot be included in the count as an attendee.

The board deliberates and makes decisions on the agenda set forth under relevant laws and regulations, Articles of Incorporation, and matters entrusted by the general meeting of shareholders, key issues regarding management policy and execution of business, as well as, oversee the work of directors.

Delegation of authority by the board

  • Unless otherwise specified by law or the Articles of Incorporation, for items on the agenda that require the resolution of the board, the decision can be delegated to the CEO or BoD committee through a board resolution to do so.

Major Agenda items

  • Items regarding the annual general meeting
    • ① Decision to convene the general meeting
    • ② Approval of Financial Statements
    • ③ Amendment to the Articles of Incorporation
    • ④ Dissolution, merger, spin-off, partial merger, going concern
    • ⑤ Sale of entire or partial business entity or purchase of entire or partial business entity that has critical impact on business
    • ⑥ Appointment and dismissal of board directors and Audit Committee members
    • ⑦ Director compensation, etc
  • Items regarding management
    • ① Installation, operation and dissolution of board committee
    • ② Important company bylaws including board guidelines, definition, creation and removal of company guidelines
    • ③ Approval of annual, half-year and quarter report
  • Items regarding finance
    • ① Acquiring or selling treasury shares
    • ② Issuing new shares
    • ③ Issuing Convertible Bonds, Bond with Warrant
    • ④ Capital expenditure, sale, collateral, debt guarantee, acquisition, exemption, loan contract which exceeds a certain amount compared to equity with an important company
    • ⑤ Large transactions with or for related party as defined by Commercial Code or transactions for them.
  • Items regarding board directors
    • ① Approval of transaction between director or others and company, Approval of director use of business opportunity or asset
    • ② Director with multiple occupations, or from competitor joining the board
    • ③ Appointing a Representative director, appointing and dismissing a CEO
    • ④ Appointing a director to a position or duty
  • Other items
    • ① Items defined by other laws or the Articles of Incorporation, matters entrusted by the general meeting of shareholders
    • ② Key items deemed necessary by the CEO

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