|
Article 14-2
|
A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. However, the Competent Authority, shall, as necessary in view of the company's scale, shareholder structure, nature of business, and other essential factors, require it to appoint independent directors, who furthermore shall be not less than two in number and not less than one-fifth of the total number of directors.<br/>Independent directors shall possess professional knowledge, and there shall be restrictions on their shareholdings and the positions they may concurrently hold. They shall maintain independence within the scope of performance of their duties, and may not have any direct or indirect interest relationship with the company. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, determination of independence, method of nomination, and other required matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.<br/>The company may not impede, refuse, or evade the actions of the independent directors in performing their duties. As the independent directors deem necessary to perform their duties, they may request the board of directors to appoint relevant personnel, or may at their own discretion hire professionals to provide assistance. The related necessary expenses will be borne by the company.<br/>In any of the following circumstances, a person may not act as an independent director, or if already acting in such capacity, shall ipso facto be dismissed:<br/>1. Any circumstance set out in a subparagraph of Article 30 of the Company Act.<br/>2. Election of a person that is a government agency, juristic person, or representative thereof as set out with Article 27 of the Company Act.<br/>3. Failure to meet the qualifications for independent director set forth in paragraph 2.<br/>The transfer of an independent director's shareholdings is not subject to the latter part of paragraph 1, or to paragraph 3, of Article 197 of the Company Act.<br/>When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under paragraph 1 or the company's articles of incorporation, a by-election for independent director shall be held at the next shareholders meeting. When all independent directors have been dismissed, the company shall convene a special shareholders meeting to hold a by-election within 60 days from the date the situation arose.
|