Article 18, paragraph 1 stipulates that the Company’s Supervisory Board shall consist of five members, one of whom shall serve as Chairperson, while one member of the Supervisory Board shall be independent of the Company.
Article 19, paragraph 1 stipulates that the members of the Supervisory Board shall be appointed and dismissed by the Company’s Assembly following consultations with the Ministry.
Article 22 stipulates that the Supervisory Board shall:
- determine the Company’s business strategy and supervise its implementation;
- establish the Company’s overall annual objective and monitor its achievement;
- establish the Company’s specific objectives and key performance indicators in line with the overall objective;
- adopt the medium-term and annual business plans and supervise their implementation;
- adopt the medium-term business report and periodic business reports;
- propose and submit the Company’s business reports and financial statements to the Assembly for adoption;
- decide on the conduct of a public competition for the appointment of the Director, appoint the Commission responsible for conducting the competition, and adopt the decision on the appointment of the Director following the completion of the public competition;
- conclude an employment contract or engagement agreement with the Director in accordance with applicable regulations;
- supervise the work of the Director and adopt the Director’s reports;
- appoint the members of the Audit Committee;
- establish the compliance function and be responsible for its effectiveness;
- perform internal oversight of the Company’s operations;
- supervise the legality of the Company’s operations;
- adopt the Company’s Code of Ethics and Integrity Plan;
- adopt the report on the implementation of the Corporate Governance Code;
- establish the Company’s accounting policies and risk management policies;
- instruct the auditor to examine the Company’s annual financial statements;
- propose to the Assembly the appointment of the auditor and the auditor’s remuneration;
- propose to the Assembly the distribution of profits and the coverage of losses;
- propose to the Assembly the adoption of decisions on status changes, the establishment of other legal entities, and changes to the Company’s registered office and business name;
- propose to the Assembly decisions on capital investments;
- propose to the Assembly an act on the valuation of the Company’s capital;
- decide on the initiation of proceedings and the granting of powers of attorney for the Company’s representation in disputes involving the Director;
- grant approval to the Company’s organizational structure and job classification act;
- adopt decisions approving the granting or revocation of procuration;
- adopt the Company’s information disclosure policy and supervise its implementation;
- decide on granting approval in cases involving a personal interest of the Director;
- adopt the annual statement of independence submitted by the independent member of the Supervisory Board;
- perform other duties and decide on other matters in accordance with the law and this Decision.
The Supervisory Board shall grant prior approval for the following transactions:
- the acquisition, disposal or encumbrance of shares and equity interests held by the Company in other legal entities;
- the acquisition, disposal or encumbrance of real estate, provided that such transactions do not fall within the ordinary course of the Company’s business and do not involve high-value assets;
- The borrowing of funds, the granting or receiving of loans, the provision of sureties, guarantees and security for the obligations of third parties.
Ministry approval is required for the acts referred to in paragraph 1, item 4) of this Article.
Approval of the Company’s Assembly is required for the acts referred to in paragraph 2, items 1), 2) and 3) of this Article.
