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Article I: Audit Committee
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114. The board of directors of a public company
shall appoint from its members an audit committee, and the provisions of Article
H shall apply thereto, mutatis mutandis.
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Appointment of committee
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115. (a) There shall be no less than three members
of the audit committee, and all of the External Directors shall be members
thereof.
(b) Neither the chairman
of the board of directors nor any director who is employed by the company or who
provides it with services on a permanent basis shall be members of the audit
committee.
(c) A holder of control
or a relative of such a person shall not be a member of the audit committee.
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Members of committee
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116. (a) The internal auditor of the company shall
receive notices of the holding of meetings of the audit committee and shall be
entitled to take part in them.
(b) The internal auditor
may request that the chairman of the audit committee convene the committee to
discuss such matter as he may specify in his request, and the chairman of the
audit committee shall convene the committee within a reasonable time from the
date of the request, if he finds reason to do so.
(c) A notice of the
holding of a meeting of the audit committee at which a matter relating to the
audit of financial reports is to be dealt with shall be sent to the auditor who
may participate in the meeting.
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Invitation to meetings
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117. The functions of the audit committee shall be
as follows:
(1) to locate defects in
the company’s business administration,
inter alia by consulting with the company’s internal auditor or with the
auditor, and to make proposals to the board of directors regarding ways of
correcting such defects;
(2) to decide whether to
approve acts and transactions requiring the approval of the audit committee
under sections 255 and 268 to 275.
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Functions of audit committee
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118. (a) The board of directors of a private
company may appoint an audit committee consisting of its members to which the
provisions of section 115(b) shall apply and the provisions of sections 115(a)
and (c) shall not apply; the function of the audit committee shall be as
provided in section 117.
(b) An audit committee
having a function as provided in section 117(2) shall not be appointed to a
private company the majority of the members of which, or their relatives, are
substantial shareholders.
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Audit committee in private company
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Chapter 4: The General
Manager
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119. (a) A public company shall appoint a general
manager, and may appoint more than one general manager.
(b) A private company may
appoint one or more general managers; where no general manager is appointed, the
company shall be managed by the board of directors.
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Appointment of general manager
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120. The general manager shall be liable for the
current administration of the affairs of the company, within the scope of the
policiesdetermined by the board of directors, and subject to its guidelines.
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Liability of general manager
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121. (a) The general manager shall have all
managerial and executive powers not granted by this Law or by the articles of
association to any other organ of the company, and shall be subject to the
supervision of the board of directors.
(b) The general manager
may, with the approval of the board of directors, delegate any of his powers to
any other person subordinate to him.
(c) Notwithstanding the
provisions of section 95, the generalmeeting of a public company may resolve
that for a period of no more than three years from the date of passing the
resolution to such effect, the chairman of the board of directors may be
authorized to fulfil the role of general manager, or to exercise the powers of
the general manager, provided that in counting the votes at the general meeting,
the majority shall include at least two-thirds of the shareholders who are not
holders of control in the company or their representatives present at the vote;
abstaining votes shall not be taken into account in counting the votes of the
said shareholders.
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Powers of general manager
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122. (a) The general manager shall be bound to
notify the chairman of the board of directors of any extraordinary matter which
is of significance to the company; where a company has no chairman of the board
of directors, or where such person is prevented from fulfilling his role, the
general manager shall so notify all members of the board of directors.
(b) The general manager
shall submit reports to the board of directors on the matters, at the times and
to the extent determined by the board of directors.
(c) The chairman of the
board of directors may, at any time, on its own initiative or in accordance with
the decision of the board of directors, require reports from the general manager
on matters relating to the business of the company.
(d) Where a report or
notification by the general manager requires an act on the part of the board of
directors, the chairman of the board of directors shall convene a meeting of the
board of directors without delay.
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Duty to report to board of directors
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