Article D: Meetings of the Board of Directors and their Direction | |
99. The agenda for meetings of the board of directors shall be determined by the chairman of the board of directors and shall include: (1) matters determined by the chairman of the board of directors; (2) matters determined as provided in section 98; (3) any matter that a director or the general manager requests the chairman of the board of directors to include in the agenda, at a reasonable time prior to the convening of a meeting of the board of directors, unless otherwise provided in the articles of association. | Agenda |
100. (a) Notice of a meeting of the board of directors shall be delivered to all members at a reasonable time prior to the date of the meeting, unless there is a provision in the articles of association prescribing the time of delivery. (b) A notice under subsection (a) shall be delivered to the address of each director as made known to the company in advance, and it shall state the date of the meeting and the place at which it will convene, as well as a reasonably detailed statement of all of the matters on the agenda, unless otherwise provided in the articles of association. (c) In a public company, conditions may not be placed in the articles of association on the obligation to provide reasonable details of all the matters on the agenda in the notice of convening of a meeting of the board of directors. | Notice of meeting of board of directors |
101. The board of directors may hold meetings using any means of telecommunication such that all directors participating in the meeting can hear each other simultaneously, unless otherwise provided in the articles of association. | Holding of meeting by telecommunication |
102. Notwithstanding the provisions of section 100, the board of directors may be convened to meet without notice, by the consent of all of the directors, unless this is prohibited by the articles of association. | Convening of meeting without notice |
103. (a) The board of directors may pass resolutions even without actually convening, provided that all of the directors entitled to participate in the discussion and vote on the matter brought up for resolution have agreed thereto, unless this is prohibited by the articles of association. (b) Where resolutions are passed in accordance with the provisions of subsection (a), the chairman of the board of directors shall prepare minutes of the resolutions and shall attach thereto the signatures of the directors to such minutes, unless otherwise provided in the articles of association. (c) The provisions of section 108 shall apply, mutatis mutandis, to a resolution as provided in subsection (a). | Passing of resolutions without convening meeting |
104. The quorum for commencing a meeting of the board of directors shall be the majority of the directors, unless otherwise provided in the articles of association. | Quorum at meetings of the board of directors |
Article E: Voting at the Board of Directors | |
105. Each director shall have one vote at meetings of the board of directors, unless otherwise provided in the articles of association. | Voting at the board of directors |
106. A director, in his capacity as such, shall not be party to a voting agreement, and a voting agreement shall be considered to be a breach of fiduciary duty. | Voting agreements |
107. Resolutions of the board of directors shall be passed by ordinary majority; where the votes are even, the chairman of the board of directors shall have a casting vote, unless otherwise provided in the articles of association. | Passing of resolutions |
Article F: Minutes of Meetings of the Board of Directors >> |
