108
Annual Report
2013
at the meeting. (Method for deciding matters to
be included in the agenda and the method for
directors to propose other matters are stated in the
Company’s Articles of Association under the Board
of Directors’ section and on the Company’s website.)
Meeting agenda is grouped for easy
consideration and the meeting is run in the pre-set
sequence –matters to be informed by the Chairman,
acknowledgement of the last meeting minutes,
follow-up matters from the last meeting, matters
for consideration, matters for acknowledgement,
and others (if any). Regular matters to be proposed
to the Board of Directors at the specific period, such
as monthly, quarterly and annual agenda are set in
advance. Schedule of monthly performance analysis
report and progress of projects that the Company
invests in are also reported to the Board of Directors’
meeting every month.
The Company sends meeting notice, agenda
and relateddocument toeachdirector approximately
one week prior to the meeting date, providing
them with sufficient time to study the information.
Directors may ask for more information from the
Chief Executive Officer and the Corporate Secretary
Office. Members of committees can ask for more
information related to their tasks from the CEO
and through the secretary of each committee.
•
RolesoftheChairmanoftheBoard,Directors,
Management and Meeting Atmosphere
-
Chairman of the Board
leads the
meeting, sufficiently and adequately allocates time
for directors to equally discuss and express opinions,
encourages directors to participate in the discussion
and freely express opinions, and summarizes the
meeting’s resolutions.
-
Directors
positively share opinions
based on the study of the information provided
by the management and additional information by
considering the benefits and impact on the Company
as well as risks for the Company and all stakeholders
in order to obtain the meeting resolution. Directors
shall contribute time, knowledge and experience to
their role as a director of a listed company.
-
The Management
is responsible for
providing accurate, sufficient, complete and timely
information that is relevant and necessary to support
the Board of Directors’ meeting decision, as well as
present the information in advance in order to allow
the directors’ sufficient time to study the information.
The directors shall propose options to the Board
of Directors, and provide information and clarify
additional information when asked in the meeting.
The Board of Directors requires top executives from
all divisions to attend the meeting and invite other
concerned executives for clarification on specific
matters.
-
Meeting atmosphere and expression
of opinions:
The Company provides appropriate
and sufficient meeting equipment and facilities. The
meeting atmosphere is open and encourages all
directors to participate in the discussion and openly
and positively express opinions based on mutual
benefit and impact on all stakeholders. Eachmeeting
lasted 1.5 hours to 2 hours on average.
-
The meeting
generally considers and
discusses each agenda. The Management presents
the background, rationale, importance, clarifications
and related information to support decision making
process and to support themanagement’s proposal.
The Chairman of the Board allows sufficient time
for all directors to discuss all issues and encourages
directors to express opinions and ask questions on
important matters for the Management to clarify.
After that all will make decision together, leading to
the meeting resolution.
-
The Company
intends to propose as
few matters as possible for the Board of Directors
to rectify. In case of urgent matters or maters that
involved the Company’s benefit, the Management
will informally meet with the Chairman of the Board
and Directors to clarify and discuss in order to make
decision on appropriate action and later proposed
to the Board of Directors’ meeting for rectification.
-
Directors
who have conflict of interest
do not have the right to vote on the matter (conflict
of interest is considered based on the information
provided in the conflict of interest report that
directors and executives submitted to the Company
Secretary) and this has been strictly implemented in
all meetings.
