Page 154 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

3. Distribution of Materials

The Company Secretary has responsibilities under the Securities and Exchange Act including meeting
appointments, preparing all meeting documents, and submitting those documents along with invitation letters at
least 7 days before the meeting date so that Board members have sufficient time to read and study the materials
ahead of the meeting.

4. Meeting Attendance
The Board expects each director to make a reasonable effort to attend all meetings of the Board and board
committee on which they serve. Although the Board recognizes that, on occasion, circumstances may prevent
directors from attending meetings, they are expected to ensure that other commitments do not materially interfere
with the performance of their duties. All directors are expected to attend a minimum of 80% of regularly scheduled
board and committee meetings.
5. Quorum and Meeting

(1) At least two-thirds of the directors must be present at the meeting to constitute a quorum

(2) A minimum quorum of the meeting requires at least 2/3 of members for Board decisions.
(3) In the Board meeting, the Chairperson shall allocate sufficient time for Management to propose documents
and information to discuss significant problems and for the Board to discuss important issues adequately.
All members of the Board can express their opinions and propose agenda items for meetings
independently.

(4) Directors who have a personal interest in an agenda item must not be present in the meeting when such
agenda item is discussed.

6. Minutes of Meeting

(1) The Company Secretary is also responsible for recording minutes in writing, submitting them to the
Chairman of the Board for review, and circulating to each board member within 14 days after the meeting.
The minutes of the meeting must contain all the meeting resolutions along with sufficient background
information, and be prepared in accordance with relevant laws.

(2) The Company Secretary shall keep all minutes and all relevant materials for filing and future verification.

7. Executive Sessions for Non-Executive Directors
The non-executive directors shall have an internal meeting without the presence of the executive director at least
once a year. This allows discussion of any problems related to the Company’s business operations or management
which attract attention, and then inform the Chairman of the Board and the Chief Executive Officer about the results
of the meeting.

Directorships in other Companies
1. Directors can hold the position of board member in no more than 6 listed companies simultaneously unless
the Board grant specific approval, provided that these appointments do not interfere or cause conflicts of
interest with their performance and duties for the Company.

Part 2 page 30