Newsletter
AMENDED RULES FOR PUBLIC COMPANY BOARD MEETINGS
‧On 11 January 2008, the Financial Supervisory Commission amended its Regulations Governing the Conduct of Meetings of Boards of Directors of Public-Issuing Companies. The main points of the amendments are as follows:
‧With regard to items of business for which independent directors are required to personally attend board meeting discussions and voting, an independent director can only another independent director to be his proxy.
‧In order to retain flexibility for the postponement of board meetings, and to allow the chairperson to decide whether to reconvene a meeting, the provision whereby the start of a board meeting could not be postponed for more than one hour is deleted.
‧If directors who have a personal interest in a motion before the board are allowed to express their opinions and answer questions, this may assist other directors in appraising the matter concerned. In view of this, the amended Regulations permit such directors to express opinions and answer questions, but prohibit them from participating in the discussion among non-interested board members and voting.
‧For companies whose managing directors meet at regular intervals of seven days or less, the provision that managing directors should be given seven days' advance notice of the grounds for convening a meeting created operational difficulties. Therefore this require-ment is relaxed to allow two days' notice to be given in such cases.