SOUTH KOREA Law and Practice Contributed by: Ho Joon Moon, Tae Jung Kim, Do Kyeom Kim and Ji Geon Park, Lee & Ko
approval (ie, more than two-thirds of the votes of the shareholders present at the meeting, repre - senting more than a third of the total outstanding shares of the company). According to the KCC, only one vote is allowed per share. Additionally, proxy voting is permitted. If specified in the arti - cles of incorporation, publicly traded companies may notify minority shareholders of the general meeting through publication in two or more daily The meetings of the board of directors may be held regularly (as stipulated in the articles of incorporation and/or shareholders agreement/ joint venture agreement, if applicable) and at any time, provided that a week’s notice is given, in accordance with the KCC. The notice period may be waived or shortened by the unanimous consent of the members of the board of direc - tors. However, unlike the shareholders’ meeting, the notice period can be shortened by the arti - cles of incorporation, with the result that many companies shorten notice to one or three days in their articles of incorporation. newspapers or by electronic means. Meeting of the Board of Directors As mentioned above, voting at board of directors meetings generally requires majority approval unless stipulated otherwise by the articles of incorporation and/or shareholders agreement/ joint venture agreement, if applicable. Unlike shareholder meetings, the board of directors meeting does not recognise proxy voting, requir - ing directors to be present and vote in person.
side directors (independent directors) and non- executive director (other directors not directly engaged in the regular business of the compa - ny). One or more of the inside directors is also appointed as (a) representative director(s) of the company. While statutory auditors are not members of the board of directors, they have the right to attend board of directors meetings. The audit commit - tee is treated as a subcommittee established within the board of directors. 4.2 Roles of Board Members There are three types of director: inside direc - tor, outside director and non-executive director. While specific roles are not expressly desig - nated by the KCC, there are some differences among them. For instance, outside directors are required to have independence, and only inside directors can be appointed as the representative director. A brief instruction of each director type is as follows. Inside Director Inside directors are those engaged in the day- to-day management of a company. Outside Director Outside directors are those not directly engaged in the day-to-day management of a company but are expected to take care of the objective oversight of the day-to-day matters, including those relating to governance and general com - pliance. To be appointed as an outside director, one must not have any of the disqualifications specified by the KCC. Non-Executive Director Non-executive directors are those that are not directly engaged in the day-to-day manage - ment of a company, but are not deemed to be
4. Directors and Officers 4.1 Board Structure
The board of directors in South Korea usually has a one-tier structure, and typically consists of inside directors (executive directors), out -
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