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Article NO. Content

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Sample Template for XXX Co., Ltd. Rules of Procedure for Board of Directors Meetings  CH

Amended Date: 2024.08.23 (Articles 8, 11 amended,English version coming soon)
Current English version amended on 2020.06.03 
Categories: Corporate Governance
Article 7     (Chair and acting chair of a board meeting)
    Board meetings are convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.
    Where a board meeting is convened by a majority of the directors in accordance with Article 203, paragraph 4 or Article 203,-1, paragraph 3 of the Company Act, the directors shall select from among themselves one director to serve as chair.
    When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, the chairperson shall appoint one of the managing directors to act, or, if there are no managing directors, one of the directors shall be appointed to act as chair. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.