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Board of Directors

Board of directors

  1. 1. Board of directors shall be appointed during the General Shareholders’ Meeting. The decision to appoint a Director shall be taken separately from other decisions.
  2. 2. The appointment of board of directors requires the majority of shareholders with voting rights to attend the Shareholders’ Meeting, provided that the total count of votes represents one fourth of the total shares issued at the minimum.
  3. 3. Decisions on the appointment of board of directors shall be based on one voting right per share, in compliance with Article 33 of Article of Incorporation. In case two (2) directors or more are elected at a meeting of shareholders, the cumulative vote stipulated in Article 382-2 of the Commercial Code shall not apply.

Relevant Governance Documents

  • Article 33(Election of Directors) of Article of Incorporation

    1. ① Directors shall be elected by a meeting of shareholders.
    2. ② A resolution for electing directors shall be passed by the affirmative votes of a majority of the shares represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares.
    3. ③ In case two (2) directors or more are elected at a meeting of shareholders, the cumulative vote stipulated in Article 382-2 of the Commercial Code shall not apply.
  • Article 34(Term of Office) of Article of Incorporation

    1. ① The term of office of directors shall be three (3) years; provided, however, that such term of office may be otherwise designated, within the limit prescribed herein, at the general meeting of shareholders at which the resolution for election of the relevant director is adopted.
    2. ② The term of office of directors shall be extended until the close of the annual meeting of shareholders convened in respect of the last period for the settlement of accounts comprised in their term of office if their term of office expires before the close of the said meeting of shareholders.
  • Article 35(Election to Fill a Vacancy) of Article of Incorporation

    If there is a vacancy in the number of directors, a director shall be elected at a meeting of shareholders to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing directors in office is not less than the number of directors provided in Article 32 hereof and no hindrance is caused to carrying on the Company’s business thereby.

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