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Sample Template for XXX Co., Ltd. Rules of Procedure for Board of Directors Meetings  CH

Amended Date: 2017.09.27
Article 16     (Meeting minutes and sign-in matters)
    Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:
  1. The meeting session (or year) and the time and place of the meeting.
  2. The name of the chair.
  3. The directors' attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
  4. The names and titles of those attending the meeting as non-voting participants.
  5. The name of the minute taker.
  6. The matters reported at the meeting.
  7. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 12, paragraph 4.
  8. Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, supervisor, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
  9. Other matters required to be recorded.
    The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:
  1. Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
  2. A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Corporation.
    The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of this Corporation.
    The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of this Corporation.
    The meeting minutes of paragraph 1 may produced and distributed in electronic form.