Newsletter
THE APPOINTMENT OR DISMISSAL OF THE CHAIRMAN OF THE BOARD MAY BE RAISED AS AD-HOC MOTION
In interpretation dated 15 July 2008, the Ministry of Economic Affairs (MOEA) stated that the Company Act contains no provisions to prevent the chairman of the board of a company being dismissed or appointed by an ad-hoc resolution of the meeting of the board of directors. Accordingly, if a company's articles of incorporation also do not forbid such a procedure, a chairman of the board of a company can be dismissed or appointed by resolution of a meeting of the board or the managing directors which previously elected such chairman. As for the quorum and mode of resolution required for dismissal of a chairman of the board by the board or the managing directors, the MOEA stated in an interpretation dated 2 August 2005 that the same quorum and mode of resolution as required for appointment of a chairman of the board can be applied. In addition, a chairman of the board will be automatically removed from office if he or she is dismissed from his/her directorship by resolution of a shareholders' meeting.