Board Operations
The Company has eleven directors, each serving a term of three years. Directors are elected under the candidate nomination system, whereby shareholders elect directors from a list of nominated candidates at the shareholders' meeting. Directors are eligible for re-election. The nomination and election of directors are conducted in accordance with applicable laws and regulations.
The number of independent directors shall not be fewer than two and shall account for no less than one-fifth of the total number of board seats.
The Board of Directors is responsible for guiding the Company's strategic direction, supervising management, and being accountable to both the Company and its shareholders. The Company's corporate governance framework and operational arrangements shall ensure that the Board exercises its powers in accordance with applicable laws and regulations, the Articles of Incorporation, and resolutions adopted by shareholders' meetings.
The following matters shall be submitted to the Board of Directors for discussion:
- The Company's operating plans.
- Annual and semi-annual financial reports. However, semi-annual financial reports that are not required by law to be audited or reviewed by certified public accountants are exempt.
- The adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and the assessment of the effectiveness of the internal control system.
- The adoption or amendment of procedures governing the acquisition or disposal of assets, derivatives trading, lending of funds, endorsements or guarantees for others, and other significant financial activities in accordance with Article 36-1 of the Securities and Exchange Act.
- The offering, issuance, or private placement of equity-related securities.
- The election or dismissal of the Chairman of the Board when no Managing Directors are established.
- The appointment, dismissal, or remuneration of the certified public accountant.
- Performance evaluations and compensation standards for managerial officers.
- The compensation structure and remuneration system for directors.
- The appointment or dismissal of the heads of finance, accounting, or internal audit functions.
- Donations to related parties or significant donations to non-related parties. Emergency charitable donations made for major natural disasters may be submitted to the next Board meeting for ratification.
- Matters required under Article 14-3 of the Securities and Exchange Act, matters required by laws, regulations, or the Articles of Incorporation to be resolved by shareholders or submitted to the Board, and other significant matters designated by the competent authority.
- Board Performance Evaluation: Includes the Board's participation in Company operations, quality of Board decision-making, Board composition and structure, director nomination and continuing education, and effectiveness of internal control systems.
- Individual Director Performance Evaluation: Includes understanding of corporate objectives and responsibilities, participation in Company operations, internal communication and relationship management, professional expertise and continuing education, and oversight of internal control systems.