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IX. Authorized tasks of members of the board of directors, managing director and managers

Article 28 Responsibility of prudence of members of the Board of Directors, Managing Director and Managers


Members of the Board of Directors, the Managing Director and Managers are entrusted with a responsibility to execute their tasks, including tasks as members of committees of the Board of Directors, honestly and in a way which they believe is in the best interests of the Company and with a degree of prudence which any other careful person would need to undertake an equivalent position in a similar context.
Article 29 Responsibility of honesty and avoidance of conflicts of interest

29.1. Members of the Board of Directors, the President/Managing Director and Managers are not allowed to, for individual purposes, exploit business opportunities that the Company is able to utilize in the interests of the Company; at the same time they cannot use information they have obtained owing to their positions for their own individual self-interest or for the interests of any other individual or organization.

29.2. Members of the Board of Directors, the Managing Director and Managers have obligations to inform the Board of Directors of all possible conflicts of interest which they could enjoy via economic legal entities, transactions or other individuals. These subjects are only able to make use of these opportunities when members of the Board of Directors with no related interests have decided not to pursue the issue.

29.3. Members of the Board of Directors, members of the Supervisory Board, the Managing Director and other Managers of the Company should declare their interests related to the Company as required by Article 118 of the Enterprise Law.

29.4. The Company is not allowed to grant loans, guarantees or credit to members of the Board of Directors, the Managing Director, Managers or their families or any legal entity in which these persons have related financial interests, unless the Shareholders Meeting decides differently.

29.5. According to Article 90 of the Enterprise Law, a contract or transaction which is between the Company and one or many members of the Board of Directors, the Managing Director, Managers or Concerned Persons, or any company, partner, association or organization in which one or many members of the Board of Directors, Managers or Concerned Persons are members or have related financial interests, will not be nullified only because of the relations mentioned above, or only because those members of the Board of Directors or those Managers attend or participate in related meetings or are admitted to the Board of Directors or committees which are allowed to carry out contracts or transactions, or only because their votes are also counted when voting for that purpose, if:

a. For contracts valued at 20% or less of the total recorded assets of the Company, important factors about the contracts or transactions, as well as relationships and interests of Managers or members of the Board of Directors, are reported to the Board of Directors or a related committee. At the same time, the Board of Directors or the committee allows the correct execution of those contracts or transactions with a majority of votes of support from members of the Board who do not have related benefits; or

b. For contracts valued at more than 20% of the total recorded assets of the Company, important factors about the contracts or transactions, as well as the relationships and interests of Managers or members of the Board of Directors, are announced to Shareholders who do not have related interests but have the right to vote on the issues, and the Shareholders correctly vote for the contracts or transactions;

c. According to the point of view of a qualified independent advisor, the contracts or transactions are fair and reasonable in all aspects related to Shareholders of the Company at the time the contracts or transactions are approved or ratified by the Board of Directors, a committee directly under the Board, or the Shareholders.

29.6. No members of the Board of Directors, nor the Managing Director, nor any Managers, nor any Concerned Persons are allowed to buy or sell or carry out any other transactions with shares of the Company or its subsidiaries at any time when they have information which will certainly affect the price of shares while other Shareholders are not aware of the information.

Article 30 Responsibility and compensation

30.1. Responsibility. Members of the Board of Directors, the Managing Director and Managers who violate their obligations to act honestly, or do not fulfill their tasks with prudence, diligence and professional competence, will bear responsibility for damages caused by their behavior.

30.2. Compensation. The Company will compensate people who were, are, or could become a concerned party in claims, lawsuits, or prosecutions which were, are, or might be proceeding, whether the cases are civil, criminal, administrative or investigative (but not lawsuits lodged by the Company or pertaining to the Company’s right to initiate), if that person was or is a member of the Board of Directors, a Manager, an employee or an authorized representative of the Company (or a subsidiary of the Company), or that person was or is working at the request of the Company (or a subsidiary of the Company) with status as a member of the Board of Directors, a Manager, an employee or an authorized representative of another company, partner, joint-venture, trust or legal entity. Compensated expenses include: arising fees (including lawyer fees), verdict fees, fines, and amounts which must be paid in practice or are seen as reasonable while deciding these cases within the legal framework, on the condition that the person did act honestly, prudently, diligently and with professional competence in a manner which that person believes was in the best interests, or not opposed to the best interests of the Company and on the basis of complying with the Law, and there is no discovery or confirmation that the person breached his obligations. The Company has the right to take out insurance for those persons to avoid having to make compensation as described above.