Article 4 Roles of the Board of Directors
- (1) The Board o f Directors shall be responsible for overseeing the Company's decision-making and management.
- (2) The Board of Directors may delegate authority to the CEO or an affiliated committee to the extent permitted by applicable laws and the Company's Articles of Incorporation.
Article 5 Composition of the Board of Directors and Appointment of Directors
- (1) The Board of Directors shall be of a size that allows for effective and efficient deliberation and decision-making, and it shall contain enough directors to operate committees.
- (2) The Board of Directors shall have outside directors who can operate independently of management and controlling shareholders, and the board's independence shall be ensured by a majority of outside directors.
- (3) The Board of Directors shall be comprised of directors with expertise to contribute to management, and the terms of office of each director shall be guaranteed barring exceptional circumstances.
- (4) The Company shall provide shareholders with sufficient information and time to exercise their voting rights for director candidates.
Article 6 Outside Directors
- (1) Outside directors shall have no significant relationship with the Company, such as contracts or transactions of a certain level or higher, and shall be able to make decisions independently from the Company's management and controlling shareholders.
- (2) Selection criteria such as expertise, commitment, management mindset, independence, social reputation, integrity, and diversity shall be considered when selecting candidates for outside director positions.
- (3) Outside directors may, if necessary, request the Company to provide information necessary for the performance of their duties, and the Company shall provide adequate information necessary for the performance of those duties.
- (4) Outside directors may, if necessary, receive assistance from the Company's employees or external experts through appropriate procedures, and the Company may cover the associated costs.
- (5) Outside directors shall devote adequate time to their responsibilities.
Article 7 Operation of the Board of Directors
- (1) In general, the Board of Directors shall meet once every three months and may hold ad hoc meetings when necessary.
- (2) To ensure the effective operation of the Board of Directors, its authority and responsibilities, operating procedures, and other matters shall be specified in detail.
- (3) The Company shall prepare, maintain, and store the minutes of each meeting.
- (4) The Company shall disclose information about board activities, such as the attendance rate and the approval rate for agenda items subject to disclosure.
- (5) If necessary, directors can participate in board meetings via remote communication.
Article 8 Committees
- (1) Committees comprised of the appropriate number of individuals shall be established and managed to carry out specific duties and responsibilities under the direction of the Board of Directors.
- (2) Whenever possible, the chairperson of each committee shall be selected from among outside directors.
- (3) Each committee's structure, operation, and authority shall be specified in detail.
- (4) Each committee shall be formed considering the expertise of individual directors, and by utilizing the expertise of each committee, major board resolutions shall be reviewed in advance and the results shall be reported to the Board of Directors.
Article 9 Director Obligations
- (1) Directors shall fulfill their duty of care as competent managers. Directors shall invest time and effort in making rational decisions based on sufficient information.
- (2) Directors shall pursue results that are in the best interest of the Company and shall not use their authority for their own or a third party's benefit.
- (3) Directors shall be prohibited from disclosing trade secrets learned in the course of their duties or using such information for their own or a third party's benefit.
Article 10 Director Responsibilities
- (1) If a director violates the law or the Articles of Incorporation or neglects his or her duties, he or she may be liable for damages to the Company, and a director who acted with malice or gross negligence may also be liable for damages to a third party.
- (2) If a director has fulfilled his or her duty of care and loyalty during the decision-making process, such director's decision shall be respected.
- (3) The Company may purchase liability insurance for directors at its own expense in order to protect against liability for damages that may arise in connection with the performance of duties and to attract competent individuals to the board.
Article 11 Evaluation and Compensation
- (1) The management's activities shall be evaluated fairly, and the Company shall disclose the remuneration and compensation standards of key executives in accordance with the law.
- (2) Directors shall be compensated within the parameters approved at AGMs.