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UMC Corporate Governance
Statement
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A.
THE BOARD OF DIRECTORS' RESPONSIBILITIES AND MEETINGS
Responsibilities:
Supervisors are responsible for the monitoring of the corporation's directors
and management. More specifically, supervisors are responsible for, but
not limited to, the following:
1. Examination and review of operational policy
and medium and long term development plans.
2. Review of and supervision over execution of annual business plans.
3. Approval of budget and examination of the
final settlement of account.
4. Examination of capital increase/decrease plans.
5. Examination of earnings distribution or
loss making up programs.
6. Examination and approval of important contracts.
7. Examination of Articles of Incorporation
or amendments thereof.
8. Approval of organizational by-laws and important
business rules.
9. Decision in establishment, reorganization
or removal of branch offices.
10. Approval of major capital expenditure plans.
11. Appointment and discharge of general manager and deputy general
manager.
12. Execution of resolutions adopted at shareholders' meeting.
13. Examination of matters proposed by general manager for decision.
14. Convocation of shareholders' meeting and making business reports.
15. Other matters to be handled in accordance
with the laws.
Meetings of the Board of Directors:
1. Chairman of the Board / Board Organization
The Board of Directors is organized by company
directors. Among them, three managing directors are elected by a majority
of directors present at a meeting attended by more than two thirds of
directors. The Chairman of the Board is elected in the same manner by
and among the managing directors. The Chairman of the Board presides at
all meetings of the Board of Directors, and also has the authority to
represent the corporation.
2. Frequency of Meetings
The Board of Directors is not mandated to meet
a certain number of times annually however, as board members also hold
senior positions in the corporation, there is always a great deal of
communication between directors.
In the last three years, the Board has held formal meetings at least
once per quarter.
3. Attendance of Non-Directors at Meetings
The Chairman of the Board and CEO both have the discretion
to invite Supervisors and members of management to the meetings of the
Board. Supervisors are always encouraged to attend.
4. Agenda and Presentations
The Chairman and the CEO sets the agenda for each
Board meeting, taking into account Board members?suggestions. Board
members are encouraged to suggest agenda topics, and the Chairman and
CEO actively ask directors for their suggestions or opinions on possible
agenda items.
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