Publications
May 16, 2023

Duties and Restrictions of Independent Board Members in Publicly Traded Companies Arising From Capital Markets Regulations

I – DUTIES ARISING FROM COMMITTEES

Committees must document and maintain written records of all their activities. Committees meet as frequently as deemed necessary for effective operations and as stipulated in their working principles. They submit reports containing information on their activities and the outcomes of their meetings to the board of directors.

  1. Duties Arising from Membership in the Early Detection of Risk Committee
    The Early Detection of Risk Committee is responsible for identifying risks that could endanger the company’s existence, growth, and sustainability, implementing necessary measures for identified risks, and managing risks. The committee is required to review risk management systems at least once a year.

a) The Audit Committee evaluates the accuracy and compliance of the company’s annual and interim financial statements to be disclosed publicly, based on the accounting principles followed by the company. It obtains the views of the company’s responsible managers and independent auditors and submits its evaluations in writing to the board of directors.

b) The independent audit firm to be engaged by the company is determined by the Audit Committee and submitted to the board of directors for approval.

c) The Audit Committee meets at least four times a year, holding meetings at least quarterly. The results of these meetings are documented, and the decisions are presented to the board of directors. The activities and meeting results of the Audit Committee must be disclosed in the company’s annual report. Additionally, the number of written reports submitted by the Audit Committee to the board of directors during the fiscal year must also be specified in the annual report.

d) The Audit Committee promptly submits its findings, assessments, and recommendations concerning its responsibilities to the board of directors in writing.

e) In accordance with corporate governance principles, the board of directors designates the Audit Committee and assigns at least one member among its members to be responsible for financial reporting.

f) The methods and criteria to be applied in examining and resolving complaints related to the company’s accounting and internal control system, as well as independent audits, and in evaluating submissions made by company employees regarding accounting and auditing matters under confidentiality principles, are determined by the Audit Committee.


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