GREEN CROSS

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About usBoard of Directors

Composition of the Board

  1. A.Overview
    1. 1.The Board of Directors at Green Cross consists of four members: three executive directors and one non-executive director.
  2. B.Authority
    1. 1.The Board of Directors decides upon matters stipulated or required by law and/or the Articles of Incorporation, matters delegated to its review by the General Assembly of Shareholders, and other important matters pertaining to the company’s basic management policy and execution of business activities.
    2. 2.The Board of Directors also monitors each director’s performance of his/her duties.
  3. C.Notification of Director Candidate Biographical Information & Shareholder Nomination of Candidates prior to General Assembly
    1. 1.Pre-General Assembly notifications: to be provided in the form of a summons to the General Assembly and the Matters of Notice.
    2. 2.Shareholder nominations of director candidates: Not permitted/practiced at present.

Operation of the Board

  1. A.Major provisions in the operating rules on the Board of Directors
    1. 1.Article 36 (Composition & Convening of the Board of Directors), Articles of Incorporation (AoI)
      • The Board of Directors shall consist of directors and decide upon important matters pertaining to Green Cross and its business.
      • Where the Board of Directors has one Managing Director and/or other such director officially designated to convene board meetings, the Board shall convene its members as well as the auditor(s) to each of its meetings at least one day prior to the meeting. Upon consent from all directors and the auditor(s), however, the Board may omit this process before organizing a meeting.
      • The Managing Director shall chair the Board of Directors. If the Managing Director has been incarcerated or is otherwise unable to perform his/her duties as the Chair of the Board, his/her duties shall be performed as decided by the Board.
    2. 2.Article 37 (Board of Directors’ Decision-Making Process), AoI
      • The Board of Directors shall make its decisions with at least half of all directors present, and with consent from at least half of the directors present. However, matters subject to Article 397-2 (Prohibition against Competition) and Article 398 (Transactions between Directors, etc. and Company) of the Commercial Act of S.Korea shall be decided with at least two-thirds of the directors present.
      • The Board of Directors may allow some or all members to participate in its decision-making via means of communication that allow for simultaneous transmission of voice signals. Members communicating via such means shall be seen as attending the given meetings in person.
    3. 3.Article 38 (Proceedings of the Board of Directors), AoI

      Minutes shall be kept at each Board of Directors meeting regarding the decisions it makes, bearing the handwritten names and/or signatures of the Chair and the attending directors and auditor(s). Copies of these minutes shall be kept at the company headquarters.

    4. 4.Article 38-2 (Committees), AoI
      • The Board of Directors shall have the following committee(s):
        (A) Management Committee
      • The Board of Directors shall decide, through its resolutions, the important details of each committee, including its composition, authority, and operations.
      • Articles 36, 37, and 38 of the Articles of Incorporation shall apply to each of the Board of Directors’ committees.
  2. B.Activities of the board of directors
    No. Date Held Main Item(s) on the Agenda Passage Status Remarks
    1 03 Feb, 2016 Convening of the 47th (regular) General Assembly of Shareholders
    ※ Report on resolutions of the Management Committee
    Passed N/A
    2 02 Mar, 2016 1. Confirmation of the 47th Settlement Financial Statements and Consolidated Financial Statements
    ※ Report on the opinion of appropriateness from the external auditor
    Passed N/A
    2. Approval of items on the agenda of the 47th (regular) General Assembly of Shareholders Passed
    3 15 Apr, 2016 1. Issuing corporate bonds
    ※ Report on resolutions of the Management Committee
    Passed N/A
    4 09 Jun, 2016 ※ Report on resolutions of the Management Committee N/A N/A
  3. C. Independence of Directors
    1. 1.Directors are appointed upon nomination from the Board of Directors and votes cast at the General Assembly of Shareholders. There are no criteria or requirements from the company regarding the independence of directors.
    2. 2.The company is involved in no business transactions with director companies.
    3. 3.The largest shareholder participates in management of the company as its President. Standing and nonexecutive directors share no overlapping interests with the largest shareholder.

Composition of the Board

  1. A.Authority
    1. 1.The Board of Directors decides upon matters stipulated or required by law and/or the Articles of Incorporation, matters delegated to its review by the General Assembly of Shareholders, and other important matters pertaining to the company’s basic management policy and execution of business activities.
    2. 2.The Board of Directors also monitors each director’s performance of his/her duties.
  2. B.Notification of Director Candidate Biographical Information & Shareholder Nomination of Candidates prior to General Assembly
    1. 1.Biographical information on director candidates nominated by the Board of Directors was delivered to shareholders in the form of Management Notes. There have been no incidents in which shareholders have submitted their motions for the appointment of directors by exercising the shareholder’s right to raise a motion.

Operation of the Board

  1. A.Major provisions in the operating rules on the Board of Directors
    1. 1.Article 34 (Convening & Chair of the Board of Directors), Articles of Incorporation (AoI)
      • The Board of Directors shall consist of directors and shall decide upon important matters pertaining to Green Cross and its business, except for matters that are stipulated by the Articles of Incorporation for decision-making by the General Assembly of Shareholders.
      • The Managing Director/Chair of the Board shall decide the date of each meeting, and convene every member of the Board by informing him/her of the date accordingly. Upon consent from all members of the Board, however, the Board may omit this process before organizing a meeting.
      • The Managing Director and President shall chair the Board of Directors. If the Managing Director has been incarcerated or is otherwise unable to perform his/her duties as the Chair of the Board, his/her duties shall be performed as decided by the Board.
    2. 2.Article 35 (Board of Directors’ Decision-Making Process), AoI
      • The Board of Directors shall make its decisions with at least half of all directors present, and with consent from at least half of the directors present. However, matters subject to Article 397-2 (Prohibition against Competition) and Article 398 (Transactions between Directors, etc. and Company) of the Commercial Act of S.Korea shall be decided with at least two-thirds of the directors present.
      • The Board of Directors may allow some or all members to participate in its decision-making via means of communication that allow for simultaneous transmission of voice signals. Members communicating via such means shall be seen as attending the given meetings in person.
    3. 3.Article 36 (Proceedings of the Board of Directors), AoI

      Minutes shall be kept of each Board of Directors meeting regarding the decisions it makes, bearing the handwritten names and/or signatures of the Chair and the attending directors and auditor(s). Copies of these minutes shall be kept at the company headquarters.

    4. 4.▶ Article 36-2 (Committees), AoI

      The Board of Directors shall have the following committee(s):

      • Management Committee
      • The Board of Directors shall decide, through its resolutions, the important details of each committee, including its composition, authority, and operations.
      • Articles 34, 35 and 36 of the Articles of Incorporation shall apply to each of the Board of Directors’ committees
  2. B.Activities of the Board of Directors
    No. Date Held Main Item(s) on the Agenda Passage Status Remarks
    1 03 Feb, 2016 Convening of the 49th (regular) General Assembly of Shareholders
    ※ Report on resolutions of the Management Committee
    Passed N/A
    2 02 Mar, 2016 1. Confirmation of the 50th Settlement Financial Statements and Consolidated Financial Statements
    ※ Report on the opinion of appropriateness from the external auditor and the internal auditor’s agreement
    1.Passed N/A
    2. Approval of the items on the agenda of the 50th (regular) General Assembly of Shareholders 2.Passed
    3 15 Apr, 2016 ※ Report on resolutions of the Management Committee Passed -
    4 09 Jun, 2016 ※ Report on major matters of management Passed -
  3. C.Activities of the Management Committee
    Meeting No. Date Held Main Item(s) on the Agenda Passage Status Remarks
    1 18 Jan, 2016 1. Purchasing land Passed N/A
    2 28 Mar, 2016 1. Purchasing land Passed N/A
  4. D.Independence of Directors
    1. 1.Directors are appointed upon nomination from the Board of Directors and votes cast at the General Assembly of Shareholders. There are no criteria or requirements from the company regarding the independence of directors.
    2. 2.The company is involved in no business transactions with director companies.
    3. 3.The largest shareholder participates in management of the company as its President. Standing and nonexecutive directors share no overlapping interests with the largest shareholder.