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Article NO. Content

Title:

Template of Articles of Association of Special Committee on Mergers and Acquisitions for Companies Limited by Shares  CH

Announced Date: 2016.01.05
Article 10     (Minutes)
    Minutes shall be taken of the proceedings of the meetings of the Committee, specifying the following accurately:
  1. time and place of the meeting
  2. name of the chairman of the meeting
  3. names of attending members
  4. names and titles of nonvoting members present
  5. name of the recording secretary
  6. reports
  7. discussions: in respect of each issue, method and result of each resolution; a summary of the statements made by Committee members, experts and other personnel; express assents or dissent of Committee members; and reasons for dissent
  8. extempore motions: name of movant; method and result of resolution of the issue; a summary of the statements made by Committee members, experts and other personnel; and relevant dissent or reservations
  9. Other items as shall be recorded.
    The minutes shall be signed or sealed by the chairman and the recording secretary of the meeting, distributed to all Committee members within 20 days after the meeting, and properly retained permanently for inspection.
    The company shall make a sound or video recording of the entire proceeding of a Committee meeting as evidence and retain the recording, in electronic form or otherwise, for at least five years.
    Where a lawsuit occurs in respect of a resolution prior to the expiration of the above-mentioned retention period, the relevant sound or video recording shall continue to be retained until the conclusion of the lawsuit.
    Where a Committee meeting is held via teleconference, the sound or video data of the teleconference will form an integral part of the minutes, to be properly retained permanently.