Neodreams

ESG Management

HOME About ESG Management Corporate Governance

• Environmental Management
• Ethical Management
• Safety Management
• Human Rights Management
• Corporate Governance

Corporate Governance

Summary of Board of Directors Regulations

• 1. Purpose

  To establish necessary provisions for the efficient operation of the Board of Directors.

• 2. Authority and Duties

  ① Resolution of matters prescribed by laws or the articles of incorporation.
  ② Resolution of matters delegated by the general shareholders' meeting.
  ③ Resolution of important matters regarding the company's fundamental policies and business execution.
  ④ Supervision of the execution of directors' duties.

• 3. Composition of the Board of Directors

  ① Registered Directors: The number of directors as stipulated in the articles of incorporation.
  ② Inside Directors: Directors appointed based on the operational needs of the company.
  ③ Outside Directors: Comprising 1 to 10 individuals, recommended by the CEO and appointed through a resolution by the Board of Directors.

• 4. Chairman of the Board of Directors

  The CEO. However, in case of an emergency, an inside director with the longest tenure may assume the role.

• 5. Convening of the Board of Directors

  ① Regular Board Meetings: Held once every three months.
  ② Special Board Meetings: Held as needed.

• 6. Convocation of the Board of Directors

  ① The Chairman of the Board convenes the meetings.
  ② If necessary, any director or auditor may request the convocation, and if the Chairman does not convene the meeting, they have the authority to convene it directly.

• 7. Method of Resolution

  ① Resolutions require the attendance of a majority of directors and approval by a majority of the directors in attendance.
  ② Directors may attend in person or via video conferencing.

• 8. Matters Subject to Resolution: Specific details are determined by the company's Board of Directors Regulations

  ① Convening of the general shareholders' meeting and related matters.
  ② Matters related to company management.
  ③ Financial matters.
  ④ Matters concerning directors and others.
  ⑤ Other reporting matters.

• 9. Attendees of the Board of Directors

  ① All directors affiliated with the Board of Directors.
  ② Auditors.
  ③ External individuals as requested by the relevant employees or the Board of Directors, if necessary.

• 10. Authority to Supervise Directors in Their Duties

  ① The Board of Directors may request the submission of relevant documents and demand an investigation and explanation if a director violates the articles of incorporation or acts improperly in the execution of their duties.
  ② In cases where violations or improprieties are established, the Board of Directors may request the suspension or modification of the director's duties.

• 11. Minutes of Meetings

  ① Minutes of the Board of Directors meetings shall be prepared and maintained.
  ② The minutes shall include the agenda, proceedings, outcomes, objections, and reasons for objections, along with the signatures or seals of the attending directors and auditors.

• 12. Secretary

  Appointing a secretary for the Board of Directors to handle the administrative affairs of the board in accordance with the instructions of the chairman.