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CALCULATION OF BOARD MEETING ATTENDANCE WHEN DIRECTORS RECUSE THEM-SELVES
In an interpretation dated 16 May 2002, the Ministry of Economic Affairs (MOEA) stated that a director who abstains from voting on a resolution because of a conflict of interest should nonetheless be included in the count of directors attending the meeting. In a further interpretation dated 16 March 2006, the MOEA explained that the wording of the previous interpretation, stat-ing that such a director should be included in the count of directors attending, means that the di-rector should be counted as attending for the purposes of calculating whether the meeting achieves the applicable quorum.
Once the quorum is achieved, if a director recuses himself from voting on a particular mo-tion on the agenda, that director should not be included in the count of directors attending with regard to the motion concerned, and thus should not be included in the calculation of whether the votes in favor have reached the majority for a resolution to be approved. For example, if Company A has 12 directors, and seven of them attend a board meeting, but five of the seven at-tending directors abstain from voting on a par-ticular motion due to conflicts of interest, then a resolution on that motion may be passed by a majority vote of the two directors who have not recused themselves from that issue.