Authority of the Board of Directors
Decision making and supervision systems at Doosan Bobcat are focused on creating an environment where creative and adventurous entrepreneurship can be fully expressed based on transparency and responsible management, under the ultimate goal of the optimization of corporate value.
The Board of Directors decides on agenda items stipulated in legislations or articles of association and those delegated from the general shareholders’ meeting as well as key issues on the main management principles and business operations of the company. The board also supervises the directors in performing their duties.
The following matters shall be presented to and approved by the Board of Directors:
- 1. Matters concerning the assembly and agenda of the meeting of shareholders:
- 2. Matters concerning management of the Company:
- (1) Business plan and budget
- (2) Long-term business plan
- (3) Appointment or dismissal of the Representative Director
- (4) Appointment or dismissal of the Executive Chief Officer or any officer exceeding authority thereof. The Board of Directors hereby delegate its authority to the Representative Director concerning all other officers’ appointment and dismissal.
- (5) Amendment of the Regulation
- (6) Enactment or amendment of the regulations regarding the Audit Committee, Committees within the Board of Directors, and the Advisory Board.
- (7) Enactment or amendment of the regulation of internal control
- (8) Organization, management, and dissolution of any Committee within the Board of Directors
- (9) Appointment or dismissal of any member of the Committee within the Board of Directors
- (10) Organization, relocation, dissolution, or withdrawal of international and domestic branches or corporations where Doosan Heavy Industries And Construction Co., Ltd. is the largest or sole shareholder; provided, however, (i) the organization, relocation, or dissolution of the international and domestic offices other than branches, (ii) relocation of an international branch within the same country which it is established, and (iii) the organization, relocation, dissolution, or withdrawal of a local corporation or office solely used for specific projects shall be excluded from the matters to be presented to the Board of Directors.
- 3. Financial matters:
- (1) Any disposition or acquisition of asset exceeding ten hundredth (10/100) of the gross amount of assets
- (2) Any investment, or disposal of contributed shares to any company other than the Company exceeding ten hundredth (10/100) of the paid in capital
- (3) Disposal of issued shares of affiliated companies or treasury stock of the Company
- (4) Matters concerning the issuance of bonds
- (5) Issuance of convertible bonds or bonds with warrant
- (6) Capitalization of reserves
- 4. Matters concerning directors:
- (1) Enactment or amendment of the Human Resources Management Regulation regarding executives, non-executive directors, and auditors
- (2) Any matters requiring approval under Article 397(2) of the Commercial Code or transactions governed by Article 398 of the Commercial Code
- 5. Miscellaneous
- (1) Grant or cancellation of stock options
- (2) Other matters designated in relevant laws and regulations or the Articles of Incorporation as the ones to be determined by the Board of Directors, delegated to the Board of Directors by the meeting of shareholders, or those the Representative Director deems necessary.