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Article NO. Content


Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition  CH

Announced Date: 2016.01.04 
Article 7     The resolutions of the special committee evaluation shall require the assent of one-half or more of all the committee members, and the results of the review and the specific assenting or dissenting opinions of the members and the reasons for any dissents shall be submitted to the board of directors.
    The special committee members shall attend the committee in person, and attendance by proxy is not permitted. The attending members shall express specific assenting or dissenting opinions, and may not abstain from voting. Attendance via tele- or video-conference is deemed as attendance in person.
    Minutes shall be prepared of the discussions at the special committee meetings. For all resolutions, the specific assenting or dissenting opinions of the members, and the reasons for any dissent, shall be included.
    Under paragraph 1, the company shall publicly announce and report the results of the special-committee evaluation and the board-of-directors’ subsequent resolutions on the website designated by the competent authority for securities within two days of the board’s resolutions, and shall specify the full names and the reasons cited by any directors and special committee members who expressed dissenting opinions.