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Board of Directors


An essential and permanent body of the corporation entirely composed of directors for the purpose of making decisions on management and execution of business.


Matters on Shareholder Meetings

  • Convocation of shareholder meetings
  • Approval of Business Report
  • Approval of Financial Statement
  • Amendment of Articles of Incorporation
  • Reduction of equity share capital
  • Dissolution, merger, division, division-merger, and continuance of company
  • Transfer of the whole or an important part of the business of the company, or takeover of the whole business of another company
  • Conclusion, alteration or rescission of a contract for leasing the whole business for giving a mandate to manage such business or for sharing with another person the entire profits and losses from the business, or of a similar contract
  • Appointment and dismissal of directors
  • Issue of shares at discount
  • Exemption of directors’ liability to the company
  • Determination of stock dividend
  • Granting of stock options
  • Remuneration of directors
  • Other agendas to be discussed at shareholder meetings

Matters on Business Management

  • Appointment and dismissal of CEO
  • Revision or abolition of CEO’s duties and responsibilities
  • Establishment, management and discontinuance of committees under the Board of Directors
  • Appointment and dismissal of members of committees under the Board of Directors
  • Ruling on matters for resolution of committees under the Board of Directors
  • Revision or abolition of policies regarding management
  • Decision on simplified mergers, simplified division-mergers, small-scale mergers and small-scale division-mergers
  • Reporting of mergers and consolidations

Matters on Financials

  • Issue of new shares
  • Capitalization of reserves
  • Issue of convertible bonds
  • Issue of bonds with warrant
  • Investment in other companies of more than a certain size and disposition of shares contributed
  • Foreign direct investment of more than a certain scale
  • Lending of funds, provision of new collateral, debt guarantee and waiver of obligation of more than a certain level
  • Conclusion of a loan agreement of a certain scale
  • Investment in facilities, extension of facilities and new factories of more than a certain scale
  • Asset acquisition and disposal of more than a certain size

Matters on Directors

  • Approval of transaction between a director and the company

Other Matters

  • Filing of an important suit
  • Cancelation of granting of stock options
  • Other matters defined by laws and regulations or Articles of Incorporation, matters entrusted to the shareholders meeting, or any other matter deemed necessary by the CEO