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Article NO. Content

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Sample Template for XXX Co., Ltd. Rules Governing the Exercise of Rights and Participation in Resolutions by Juristic Person Shareholders With Controlling Power  CH

Amended Date: 2010.11.10 
Categories: Corporate Governance
Article 17     (Liability for damages)
    If a juristic person shareholder having controlling power engages in any of the following activities in violation of law or regulation when performing duties or exercising voting rights, thereby causing damage to this Corporation, the juristic person shareholder shall be liable for damages:
  1. Directly or indirectly causing this Corporation to engage in any business operation that is contrary to normal business practice or for other illegal profit, and failing to adequately compensate this Corporation by the end of the fiscal year in which it occurs.
  2. When it is the responsible person of the juristic person shareholder with controlling power that causes this Corporation to engage in the business operation of the preceding subparagraph, the responsible person shall bear joint and several liability with the juristic person shareholder for compensation with respect to the damage of the preceding subparagraph.
  3. When a juristic person shareholder with controlling power causes this Corporation to engage in the business operation of subparagraph 1, thereby causing another company controlled by the juristic person shareholder to obtain benefits, that controlled company shall bear joint and several liability, within the scope of the benefits so obtained, for the compensation under subparagraph 1 for which the juristic person shareholder with controlling power is liable.