VIII. Managing Director, Other Managers And Company Secretary

Article 24 Management organization

The Company must enforce a management system in which the management will take responsibility for and operate under the leadership of the Board of Directors. The Company has a Managing Director or a number of Deputy Managing Directors and a Chief Accountant who are appointed by the Board of Directors. The Managing Director and Deputy Managing Directors can be members of the Board of Directors at the same time, and are appointed or dismissed by a passed resolution of the Board of Directors.
Article 25 Managers

25.1. At the Managing Director’s suggestion and with the Board of Directors’ approval, the Company will have a certain quantity and various types of essential or appropriate Managers to implement the structure and practices of the Company as determined by the Board of Directors at any given time. Managers must have necessary diligence so that the operations and organizations of the Company are able to achieve its stated goals.

25.2. Salary, honoraria, benefits and other clauses in the employment contract of the President/Managing Director must be decided by the Board of Directors. The Board also decides the contracts of other Managers after consulting the President/Managing Director.

Article 26 Appointment, dismissal, tasks and authority of the Managing Director

26.1. Appointment. The Board of Directors will appoint a member of the Board or another person to be the Managing Director and will sign an employment contract defining salary, honoraria, benefits and other terms related to recruitment. Information concerning salary, honoraria, benefits of the Managing Director should be reported to the Annual Shareholders Meeting and mentioned in the annual report of the Company.

26.2. Term of office. Based on Article 21 of this Charter, the Managing Director may be not the Chairman of the Board of Directors. The Managing Director has a five-year term unless the Board of Directors issues different regulations. The Managing Director can be reappointed. The appointment can become invalid based on regulations in the employment contract. The Managing Director cannot be a person who is banned by the law from holding the position, meaning a person who is a minor, does not have the capacity to act, is convicted of a crime, is punished by imprisonment, is a military officer or has received a verdict that he made a previous company where he was a leader go bankrupt.

26.3. Authority and responsibilities. The Managing Director has the following authority and responsibilities:

a. To implement resolutions of the Board of Directors and the Shareholders Meeting, and business and investment plans of the Company which are approved by the Board of Directors and the Shareholders Meeting;

b. To make decisions about all issues which need no approval of the Board of Directors, including acting on behalf of the Company to sign financial and commercial contracts, and organizing and operating everyday business and production activities of the Company according to the best management practices;

c. To propose the number and titles of managers the Company needs to hire for the Board of Directors to appoint or dismiss when necessary to implement the best management practices and structures which the Board of Directors suggests and to play a consulting role so that the Board of Directors can decide on salary, honoraria, and other benefits to be included in employment contracts signed with Managers;

d. To consult the Board of Directors to decide the number of employees, salary, pensions, benefits, appointments, dismissals and other terms included in their labor contracts;

e. On December 15th of each year, to submit to the Board of Directors for its approval a detailed business plan for the next fiscal year based on appropriate budget requirements.

f. To implement annual business plans which are approved by the Shareholders Meeting and the Board of Directors;

g. To propose measures to improve operations and management of the Company;

h. Prepare long-term, yearly and monthly provisions (hereafter called provision) serving the long-term, yearly and monthly management operations of the Company conformed to the Business plan. The yearly provision (include accounting balance, report on commercial production activities and estimated financial turnover) for each fiscal year should be submitted to the Board of Directors for approval and should include all information required by the regulations of the Company.

i. To carry out all other activities in line with the regulations of this Charter and the regulations of the Company, the resolutions of the Board of Directors, the Managing Director’s employment contract, and the Law.

26.4. Report to the Board of Directors and Shareholders. The Managing Director is responsible to the Board of Directors and the Shareholders Meeting in the execution of the tasks and delegated authority, and must report to these bodies when demanded.

26.5. Dismissal. The Board of Directors can dismiss the Managing Director when at least two-thirds of the members of the Board issue yes votes (excluding the votes of the Managing Director in that case) and appoint a new Managing Director for the replacement. The dismissed Managing Director has the right to object to the dismissal at the next Shareholders Meeting.

Article 27 Company Secretary

27.1. The Board of Directors will appoint a Company Secretary with tenure and terms decided by the Board. The Board of Directors is able to dismiss a Company Secretary at any time but not in conflict with current regulations and Labor laws. Two or more people can be appointed Co-Company Secretaries. The Board of Directors can appoint one or more Assistant Company Secretaries at any given time. The Company Secretary has the following roles and functions:

a. To organize meetings of the Board of Directors, Supervisory Board and Shareholders Meetings on the order of the Chairman of the Board of Directors or the Supervisory Board;

b. To take the minutes of meetings;

c. To provide advice about proceedings of meetings;

d. To provide information to members of the Board of Directors and Supervisory Board.