Governance
Composition of the Board of Directors
The Board of Directors of the Company is composed of internal directors and independent directors.
The Board deliberates and resolves matters stipulated by applicable laws or the Articles of Incorporation, matters delegated by the General Meeting of Shareholders, and major matters concerning the Company’s basic policies and business execution, and supervises the performance of duties by directors and management.
- Articles of Incorporation
- Article 43 (Composition and Convening of the Board of Directors)
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- ① The Board of Directors shall be composed of directors.
- ② The Board shall be convened by the Representative Director or a director separately designated by the Board by notifying each director and auditor three days prior to the date of the meeting.
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③ Any director who is not designated as a person authorized to convene a meeting under Paragraph ② may request the authorized director to convene a meeting.
In the event the authorized director refuses to convene a meeting without justifiable grounds, other directors may convene the meeting. - ④ The convening procedures set forth in Paragraph ② may be omitted with the unanimous consent of all directors and auditors.
- ⑤ The Chair of the Board shall serve as the person authorized to convene the Board under Paragraphs ② and ③.
- ⑥ A director shall report the status of business execution to the Board at least once every three months.
Classification and Convening of Meetings of the Board of Directors
Meetings of the Board of Directors of the Company are classified into ordinary meetings and extraordinary meetings.
In principle, meetings of the Board are convened by the Chair. However, where any director deems it necessary for the performance of duties, such director may convene a meeting of the Board with the consent of the Chair.
- Regulations of the Board of Directors
- Article 8 (Classification and Convening of Meetings of the Board of Directors)
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- ① Meetings of the Board of Directors shall be classified into ordinary meetings and extraordinary meetings.
- ② Ordinary meetings of the Board shall be held once every three months, and the convener may determine the time and place of such meetings as necessary.
- ③ Extraordinary meetings of the Board shall be held when the convener deems it necessary or upon the request of any director.
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④ The Chair shall have the authority to convene meetings of the Board.
In the event that the Chair is unable to perform his or her duties, the authority to convene meetings shall be exercised by another director in the order determined by the Board. - ⑤ In the event that any of the matters set forth in each subparagraph of Article 21 of the Audit Regulations occurs, the auditor may convene a meeting of the Board of Directors.
