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Article NO. Content

Title:

Regulations Governing Procedure for Board of Directors Meetings of Public Companies  CH

Amended Date: 2020.01.15 
Article 17     Minutes shall be prepared of the discussions at board of directors meetings. The meeting minutes shall record the following:
  1. Session (or year), time, and place of meeting.
  2. Name of the meeting chair.
  3. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.
  4. Names and titles of those attending the meeting as nonvoting participants.
  5. Name of minutes taker.
  6. Matters reported on.
  7. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 7, paragraph 5.
  8. Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.
  9. Other matters required to be recorded.
    Any of the following matters in relation to a resolution passed at a meeting of the board of directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the competent authority:
  1. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
  2. If the company has an audit committee, any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee.
    The attendance book forms a part of the minutes for each board of directors meeting and shall be well preserved during the existence of the company.
    The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting and well preserved as important company records during the existence of the company.
    The production and distribution of the meeting minutes referred to in paragraph 1 may be done in electronic form.