Role and Operating Procedures of Each Committee
- Article 34 (Committees)
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① The Company shall establish the following committees within the Board of Directors.
- Non-executive Director Candidate Recommendation Committee
- Audit Committee
- Management Committee
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② The Company can establish an assortment of committees other than those specified in paragraph 1 within the Board of Directors by resolution of the Board of Directors for more efficient performance of the Company and the operation of the
Board of Directors.
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③ Details regarding the composition, authority and operation of each committee shall be determined by resolution of the Board of Directors.
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④ The committees shall notify each director of resolutions. In this case, each director can request the relevant person to hold a meeting of the Board of Directors pursuant to Article 30 (2) within five days of receiving the notification,
and the Board of Directors can rescind the resolutions made by the committee.
- Article 35 (Non-executive Director Candidate Recommendation Committee)
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① The Company shall establish a Non-executive Director Candidate Recommendation Committee for the recommendation of candidates for non-executive directors.
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② The Non-executive Director Candidate Recommendation Committee shall be composed of two or more directors, and non-executive directors shall constitute at least one-half of the total number of the committee’s directors.
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③ The Non-executive Director Candidate Recommendation Committee shall select a person to represent the committee by resolution of itself.
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④ With regard to the resolution procedure for the Non-executive Director Candidate Recommendation Committee, all proposed resolutions shall be approved by a majority of the members present when a majority of all of the committee’s members
are in attendance.
- Article 36 (Audit Committee)
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① The Audit Committee shall consist of three or more directors, and two-thirds or more of its members shall be non-executive directors.
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② The Audit Committee shall select a person to represent the committee by resolution of itself, and in this case, the committee can decide to select multiple members to jointly represent it.
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③ With regard to the resolution procedure for the Audit Committee, all proposed resolutions shall be approved by two-thirds of the members present when a majority of all of the committee’s members are in attendance.
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④ The Audit Committee shall handle accounting and work audits for the Company and matters specified by the related rules and regulations of the Company, as well as matters delegated by the Board of Directors.
- Article 37 (Management Committee)
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① The Company shall establish a Management Committee composed of standing directors.
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② The Management Committee shall select a person to represent the committee by resolution of itself, and in this case, the committee can decide to select multiple members to jointly represent it.
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③ With regard to the resolution procedure for the Management Committee, all proposed resolutions shall be approved by a majority of the members present when a majority of all of the committee’s members are in attendance.
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④ The Management Committee shall handle matters delegated by the Board of Directors in relation to the management of the Company.
- Article 38 (Advisor and Counselor)
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① An adviser or a counselor can be appointed by resolution of the board or by resolution of the committee entrusted with the job by the Board of Directors.
- Article 39 (Manager)
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① A manager can be appointed by resolution of the Board of Directors or by resolution of the committee entrusted with the job by the Board of Directors.
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