INTRODUCTION
The Board of Directors’ working guidelines are established to provide a framework for members in managing and operating the Company. These guidelines ensure that the Board’s actions align with the Articles of Association, the Company’s Code of Ethics, and prevailing laws and regulations.
DUTIES AND RESPONSIBILITIES
Leadership & Management: Lead and manage the Company using policies deemed effective and in accordance with the Company’s purposes and objectives as set out in the Articles of Association.
Asset Management: Maintain and manage the Company’s assets and wealth.
OBLIGATIONS
Joint Guidelines: Collaborate with the Board of Commissioners to draft binding guidelines for all members of both Boards, in compliance with applicable laws.
Code of Ethics: Jointly establish a Code of Ethics applicable to all Board members, employees, and supporting organs of the Company.
Standard of Conduct: Every Director must perform their duties in good faith, with full responsibility, and with prudence, adhering to the Articles of Association and legal requirements.
AUTHORITY
Legal Representation: Represent the Company in and out of court, bind the Company with third parties, and perform all management or ownership actions within the limits of the Articles of Association.
Power of Attorney: The Board may appoint one or more proxies via a special power of attorney for specific legal acts, provided they comply with Company regulations.
Division of Duties: The General Meeting of Shareholders (GMS) determines the division of duties. If the GMS does not do so, the Board of Directors will determine the division via a Board Resolution.
Conflicts of Interest: If a Director has a personal conflict of interest, the Company is represented by another Director. If all Directors have a conflict, the Board of Commissioners represents the Company.
Joint Liability: Members are personally and jointly liable for Company losses caused by their errors or negligence.
CRITERIA AND TERM OF OFFICE
Composition: Minimum of 2 members, consisting of one President Director and one or more Directors (one of whom may be Vice President Director).
Qualifications: Must have good integrity, legal capacity, and—within the last 5 years—must not have been declared bankrupt, caused a company to go bankrupt, or been convicted of financial crimes.
Appointment/Removal: Directors are appointed and dismissed by the GMS. A Director must be given an opportunity to defend themselves before dismissal.
Resignation: Requires written notice at least 30 calendar days in advance. The Company must hold a GMS within 90 days to decide on the request.
Vacancies: If a vacancy leaves fewer than 2 Directors, a GMS must be held within 90 days to fill the position.
Dual Roles: Directors may hold concurrent positions in other companies only as permitted by capital market regulations and other laws.
BOARD OF DIRECTORS MEETINGS
Frequency: At least once every month. Joint meetings with the Board of Commissioners must occur at least once every 4 months.
Notice: Written notice must be sent at least 5 calendar days before the meeting, unless all members are present/represented, in which case notice is not required.
Quorum: Valid if more than 1/2 of the members are present or represented.
Decision Making: Reached through deliberation for consensus. If consensus fails, a majority vote (more than 1/2) applies. In the event of a tie, the Chairperson of the meeting has the deciding vote.
Circular Resolutions: Valid decisions can be made without a meeting if all members are notified in writing and sign their approval.
INDUCTION PROGRAM
Newly appointed Directors will undergo an induction program, including presentations, meetings, or site visits, accompanied by the President Commissioner or President Director.
PROFESSIONAL ETHICS
Personal Gain: Directors are prohibited from taking personal advantage of Company activities beyond their designated salary, allowances, and facilities.
Bribery/Corruption: Directors are strictly prohibited from offering or receiving anything of value to/from customers, partners, or government officials to influence decisions or as a reward for actions.