| Title： |
Corporate Governance Best-Practice Principles for Securities Firms(2010.10.01) |
| Date： |
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Article 32
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A director shall exercise a high degree of self-discipline and shall voluntarily abstain, or abstain in accordance with the Company Act in case of acting on behalf of a juristic person, from discussion and voting, for himself or herself or as proxy for another director, on proposal submitted to the board of directors in which the director himself or herself, or the juristic person the director is acting on its behalf, has an interest, whether or not the risks may be detrimental to the interest of the company. The directors shall practice self-discipline as to their internal relationship and must not support each other in an inappropriate manner.
The matters with regard to which a director shall voluntarily abstain from voting shall be clearly set forth in the rules for the proceedings of board meetings. A securities firm shall set forth the matters which shareholders, directors, supervisors and other stakeholders apply for director abstaining on a particular proposal in the rules. The rules shall include qualification of applicants, procedure of applying and reviewing and deadline and formula of responding. The proposal that the director being applied for abstaining from voting shall abstain or not shall be submitted to the board for approval. Before resolution, the director shall not participate in or be proxy for voting on this proposal.
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Article 34
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Staff personnel of a securities firm attending board meetings shall faithfully record meeting minutes in details and the summary, method of resolution, and voting results of all the proposals submitted to the board meeting in accordance with relevant regulations. In case a director has an interest in a proposal, the name of the director who has an interest in the proposal and the specific reason why he or she should abstain from discussion and voting, or not to abstain, shall be stated in the company's meeting minutes.
The board meeting minutes shall be signed or chopped by the chairman and secretary of the meeting, to be distributed to each director and supervisor within 20 days after the meeting. The director attendance records should be part of the meeting minutes. Board meeting minutes shall be treated as important corporate records and, during the life of the company, shall be placed in safekeeping permanently.
Meeting minutes may be produced, distributed and stored electronically.
The company shall audio- or video-record the whole proceedings of the board meetings and the recordings shall be kept for at least five years. The recordings may be stored electronically.
If, prior to expiry of the storage period in the preceding paragraph, there is a lawsuit pertaining to matters resolved at the board meeting, the audio or video recordings that are part of the evidence shall continue to be kept, in which case the preceding paragraph shall not apply.
Where a board of directors' meeting is held via videoconferencing, the audio and video recordings of the meeting shall be part of the meeting minutes and shall be stored permanently.
Where a resolution of the board of directors violates laws, regulations, articles of incorporation, or resolutions adopted in the shareholders' meeting, and thus causing injury to the company, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages.
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