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Article 26-3
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The board of directors of a company that has issued stock in accordance with the Act may not number less than five persons.<br/>When the government or a juristic person is a shareholder of a public company, then except with the approval of the Competent Authority, its representative(s) may not concurrently be elected or serve as director(s) and supervisor(s) of the company. The provisions of Article 27, paragraph 2 of the Company Act shall not apply.<br/>Except with the approval of the Competent Authority, the following relationships may not exist among more than half of a company's directors:<br/>1. Spouse.<br/>2. Relative within the second degree of kinship.<br/>Except with the approval of the Competent Authority, a company must have at least one supervisor who is not related, as defined in the subparagraphs of the preceding paragraph, to any other supervisor, and at least one supervisor who is not related to any director.<br/>When a company convenes a shareholders meeting for the election of directors and supervisors and the original electees do not meet the conditions of the two preceding paragraphs, the determination of which directors or supervisors are elected shall be made according to the following provisions:<br/>1. If the conditions for among the directors are not met, the election of the director(s) receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.<br/>2. If the conditions for among the supervisors are not met, the provisions of the preceding subparagraph shall apply mutatis mutandis.<br/>3. If the conditions for among the supervisors and directors are not met, the supervisor(s) receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.<br/>When a person serving as director or supervisor is in violation of the provisions of paragraph 3 or paragraph 4, that person shall ipso facto be discharged through the mutatis mutandis application of the provisions of the preceding paragraph.<br/>When the number of directors falls below five due to the dismissal of a director for any reason, the company shall hold a by-election to fill the vacant seat(s) at the next shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact to hold a by-election for directors.<br/>A company shall formulate rules for the conduct of board meetings. Regulations governing the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance shall be prescribed by the Competent Authority.
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