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Article NO. Content

Title:

Regulations Governing the Exercise of Powers by Audit Committees of Public Companies  CH

Amended Date: 2024.01.11 
Article 10 Discussions at an audit committee meeting shall be included in the meeting minutes, which shall faithfully record the following:<br/>1. Session, time, and place of meeting.<br/>2. Name of meeting chair.<br/>3. Attendance of independent director members at the meeting, specifying names and number of members present, excused, and absent.<br/>4. Names and titles of those attending the meeting as a nonvoting participant.<br/>5. Name of minutes taker.<br/>6. Matters reported.<br/>7. Agenda items: resolution method and result of each proposal; summary of the comments made by the independent director members on the audit committee and the experts and any other persons present at the meeting; the name of any independent director member possibly having an interest relationship as referred to in paragraph 1 of the preceding article, the essential content of the interest, the reasons why the director was required or not required to enter recusal, and the status of the recusal; and any objections or reservations expressed at the meeting.<br/>8. Extraordinary motions: Name of the mover; the resolution method and result of each proposal; summary of the comments made by the independent director members on the audit committee and the experts and any other persons present at the meeting; the name of any independent director member possibly having an interest relationship as referred to in paragraph 1 of the preceding article, the essential content of the interest, the reasons why the director was required or not required to enter recusal, and the status of the recusal; and any objections or reservations expressed at the meeting.<br/>9. Other matters required to be recorded.<br/>The attendance book forms a part of the minutes of each audit committee meeting and shall be well preserved for the duration of the existence of the company.<br/>The minutes of an audit committee meeting shall bear the signature or seal of both the meeting chair and the minutes taker, and a copy shall be distributed to each independent director member on the committee within 20 days after the meeting and be carefully preserved as important company records during the existence of the company.<br/>The production and distribution of the meeting minutes referred to in paragraph 1 may be made in electronic form.