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NEWSLETTER 2013
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(“CMB”) and if the CMB presents a negative opinion thereof, the related
candidate cannot be nominated as an independent member of the board of
directors to the general assembly of the company.
The boardmembers appointed as independent members may lose their
independence where they have to resign, are not available to fulfill their
duties or an event occurs that causes them to lose their independence. In
such cases, the board of directors should be informed promptly. Any board
member losing his independence must resign as a matter of principle.
When a vacancy occurs in independent board membership, the
Committee steps in and makes evaluations for the election of an
independent member and then makes its candidate list and finally submits
its report to the board of directors. The evaluations submitted by the
Committee to the board will then be submitted to the CMB for evaluation,
as stated above.
Economic Independence and Liabilities of Independent Board of
Directors’ Members
An independent board member should have economic independence
in order to be considered “independent”. If the independent board member
relies on the income gained from his position on the board of directors,
he cannot act independently while fulfilling his duty. Independent board
members condoning issues without consideration and involvement in
corporate operation is not acceptable in respect of the aim of independent
board membership. Therefore, the income of the independent board
members should be such that it affords protection of their independence.
Additionally, the TCC has brought a regulation on the liabilities of
board members. Under Art. 553 of the TTC, the liability of the board of
directors is limited by law and by the articles of association. Pursuant
to the article, in the event the founders, board of directors’ members,
administrators and official liquidators breach their duties arising from
the law and the articles of association by their “fault”, they shall be held
responsible for damages they cause to the company, shareholders and
company receivables. Therefore, it is possible to set forth that, where the
board members, of their own fault, breach their responsibilities arising
from the law and the articles of association, they shall be held liable.