Our Company / Corporate GovernanceBOARD MEETINGS, DECISION-MAKING
5. BOARD MEETINGS, DECISION-MAKING
5.1 Frequency, Notice, Agenda and Venue of MeetingsFrequency:
The Board meetings will be held monthly as a general rule (unless otherwise required by applicable laws and rules). To the extent possible, the meetings will be scheduled annually in advance according to an annual Board calendar.Notice and agenda:
Meetings of the Board are called by the Chairman, who will be selected by the resolution of the Board. Save in urgent cases, the agenda for a meeting will, as a general rule, be sent to all Directors and the corporate auditors two days in advance of the meeting in compliance with applicable laws and rules. For each item on the agenda, an explanation in writing will be provided and related documentation will be attached thereto. The Chairman will consult with the President on the content of the agenda prior to each meeting. If the President or any other Director requests that an item be placed on the agenda for a Board meeting, the Chairman will be given reasonable notice of the item prior to the meeting.Venue:
Board meetings are generally held at JERA’s offices. In addition, Board meetings may be held by conference call, video conference or any other means of electronic communication, provided all participants can communicate with each other simultaneously in compliance with applicable laws and rules.
At a meeting, the Board may only pass resolutions if the majority of the Directors entitled to participate in the vote are present.
5.2.2 Individual Vote
Each Director has the right to cast one vote.
5.2.3 Thorough Discussion
The Directors will thoroughly discuss each matter and will seek to obtain broad consensus among the Directors on each matter. However, the Directors are encouraged to state dissenting opinions which will be recorded in the minutes when consensus is not reached.
5.2.4 Majority Vote
Where unanimity is not reached and applicable laws and rules do not prescribe unanimity, all resolutions of the Board are adopted by a simple majority of the participating Directors. In the event of a deadlock, the Chairman does not have the deciding vote.
5.2.5 Resolution in Writin
A resolution in writing is deemed to be approved if all Directors who can vote agree to such proposal in writing or other electronic means and such approval in writing is not objected to by the corporate auditors.
5.2.6 Urgent Procedures
The Board may deviate from the notice provisions of Section 5.1 if it is deemed necessary by the Chairman considering the urgent nature and other circumstances of the case and if agreed by all the Directors and the corporate auditors and applicable procedures are taken.
5.3 Fair and Effective Process
The Directors will always respect the following guidelines to ensure that the Board operates according to a fair and effective process and makes decisions in a timely and clear manner:
- 1. Communicate vigorously inside and outside of the company.
- 2. Seek from Management and independent sources the best available information relevant to each decision.
- 3. Frame issues so as to promote fair and objective consideration of issues and clear decision making, and clearly and forthrightly express questions, concerns, advice and views on all matters that they believe to be relevant to decisions by the Board.
- 4. Have an open mind to new information, new alternatives and differing views.
- 5. Be aware of and seek to correct for biases affecting perception and decision making.
- 6. Seek common ground in regard to matters being considered by the Board.
- 7. Fairly consider the potential rewards and risks of each decision, as well as the rewards and risks of deferring or choosing not to take a decision.
- 8. Refrain from agreeing with the other Directors with respect to their votes in advance of the Board meetings.
- 9. Ensure that all Board decisions will be recorded clearly, and will adequately specify any follow-up items by Management. The Directors will duly monitor and evaluate business execution and operation, while seeking to learn and improve from experience.
5.4 Pathfinder Discussions
To promote thorough and frank discussion among the members of the Board, the Board members will make themselves available, after the end of each Board meeting or at another mutually convenient time, for “Pathfinder Discussions” separately. The nature of “Pathfinder Discussions” will be as follows:
- 1. “Pathfinder Discussions” will generally address broader trends, risks and opportunities in the business environment, and overarching issues relating to JERA’s governance, strategy and performance. The Chairman, the President or any other Directors may propose topics for “Pathfinder Discussion”.
- 2. “Pathfinder Discussions” will not result in any binding decisions of the Board or its members.
- 3. The content of each “Pathfinder Discussion” may be recorded without attributing remarks to particular speakers.