Newsletter
A DIRECTOR MAY DESIGNATE ANOTHER CORPORATE DIRECTOR AS A PROXY TO ATTEND BOARD MEETINGS
According to the Company Act, a director should attend board meetings in person, except where the articles of incorporation of the company provide that one director may designate another director as a proxy to attend the board meetings on its behalf. In practice, there is dispute over whether the director's proxy should be limited to an individual director, not a corporate director. The Ministry of Economic Affairs therefore rendered a ruling on 18 February 2009 stating that where a company's articles of incorporation state that a director may designate another director as a proxy to attend a board meeting, if Company A and Company B are both corporate directors of the company, and Company B, as a corporate director, has appointed the individual A to attend a board meeting, while Company A, as a corporate director, is unable to attend the board meeting, Company A may designate Company B, a corporate director, as a proxy to attend the meeting, and the individual A may exercise a director's rights and duties for both Company A and Company B.