Shareholder approval required for changes in bylaw

The Company follows the provisions of Article 277 of the Company Act, under which any amendment to the Articles of Incorporation must be approved by the shareholders’ meeting. This process ensures that significant corporate governance matters—including the Articles of Incorporation and internal regulations—are subject to shareholder review and oversight.
Through this approval mechanism, the Company safeguards shareholder rights and strengthens transparency, accountability, and alignment with applicable laws and sound governance practices.

Director Liabilities

✧ Fiduciary Duties of Directors

Under Article 8 of the Company Act, directors of a company limited by shares are considered responsible persons of the Company. They are required to act with honesty, loyalty, and the care of a good manager when carrying out company affairs. If a director fails to fulfill these obligations and causes harm to the Company, they may be held personally liable for damages.

Additionally, if a director violates the law while performing their duties and causes loss to a third party, they may be jointly and severally liable with the Company.

✧ No Limitation of Director Liability

The Company does not include any provisions in its Articles of Incorporation to limit, waive, or reduce directors’ legal responsibilities. Directors are fully accountable under the law for any misconduct or breach of duty that results in harm to the Company.

✧ Consequences of Breaching Duties

When directors fail to act in good faith or with proper care, and this leads to losses for the Company, the Company may pursue legal action to seek compensation and protect the interests of both the Company and its shareholders.

✧ Liability Insurance Does Not Remove Responsibility

In line with Article 193-1 of the Company Act, the Company has taken out Directors and Officers (D&O) liability insurance to help cover potential legal claims arising from directors' service. However, this insurance does not eliminate or reduce any legal responsibility directors may bear under the law.