(Resolution method and meeting minutes)
Except as otherwise provided by law and regulation or by this Company's articles of incorporation and bylaws, a resolution of the Committee requires the approval of a majority of the members present at the meeting attended by two-thirds or more of all Committee members.
The proceedings of a Committee meeting shall be recorded in minutes, which shall specify the following matters in detail:
The attendance book of the meeting, and the video and audio record in the event of a videoconference convened, are an integral part of the minutes of the proceedings.
- Session, time, and place of the meeting
- Chairperson's name
- Attendance of members, including names and numbers of members who are present at the meeting, on leave or absent from the meeting
- Names and titles of nonvoting delegates at the meeting
- Name of minutes taker
- Matters reported on
- Matters for discussion: the resolution method and outcome of each motion, and any objections or reservations expressed by any Committee member
- Extempore motions: the name of the person submitting the motion, the resolution method and outcome of the motion, and summary of statements and objections or reservations expressed by members of the Committee, experts and other persons
- Other matters required to be recorded.
Minutes of the proceedings must be signed or sealed by the chairperson and the minute taker of the meeting, and copies thereof shall be distributed to all Committee members within 20 days after the meeting. The minutes shall also be submitted to the board and be deemed important files of the Company, and shall be retained for five years. Preparation and distribution of the minutes of the proceedings may be done electronically.
In the event of a suit in respect of a matter concerning the Committee before the retention period in the preceding paragraph expires, the minutes shall be retained until the conclusion of the litigation.