Newsletter
CLARIFICATION ON INDE-PENDENT DIRECTORS AND SUPERVISORS
To give companies greater flexibility in the choice of directors and supervisors, the amended Company Law no longer makes shareholder status a requirement for appointment as a direc-tor or supervisor. However, this does not mean that companies are obliged to appoint inde-pendent directors or supervisors. Furthermore, all directors and supervisors (whether share-holders or not) must be elected by a shareholders' meeting.
The Company Law provides that only share-holder dividends and employee bonuses may be issued in the form of new shares. Remuneration (including bonuses) paid to directors and super-visors (whether shareholders or not) in accor-dance with a company’s articles of incorporation, may not be given in the form of new shares. A non-shareholder director who breaches the duty not to act in competition with the company is still subject to “right of recovery” (the company’s right to recover gains so made), but right of re-covery does not apply to supervisors. Since a non-shareholder director or supervisor does not hold any shares in the company, the concept of automatic removal from office if they dispose of more than half of their shareholdings naturally does not apply.