The Secretary of the Board of Directors is deemed as the company’s eligible person.
Because he/she is involved in the official decision of the company in both direct or indirect ways. This is regulated in Article 84.1 of the Company code. The Secretary of the Board of Directors shall be appointed by the BoD upon the suggestion submitted by the Head of BoD.
Any person of the state and regional administrative bodies, military, police, court and prosecutor’s authority, or any person currently convicted to criminal penalty are prohibited to act as the Secretary of the Board of Directors. (Article 84.3 of the Company Code)
The Article 75.8 of the Code also provides the Secretary of the Board of Directors to be enrolled in the corporate governance training and to have received the Certificate thereof. This requirement applies to the members and secretaries of the BoDs of joint stock and limited liability companies.
Articles 82.2, 97.5, 98.2 of the Company code specifically state the duties to be performed by the Secretary of the Board of Directors. This shall include:
- to be responsible for the administration of the internal operation of the Board of Directors;
- to take notes of and administer the shareholders’ meeting and the board of directors meeting, and to convey inform to the shareholders;
- to be in charge for the preparation of the shareholders’ meeting and the board of directors meeting, to prepare the information related to the announcement of the meetings and discussion topics, and the drafting and delivery of the draft of the resolution to be approved and other documents in accordance with the relevant procedures;
- to take meeting minutes of the shareholders’ meeting and the board of directors meeting, to verify the decisions and resolution in accordance with the relevant procedures, and to ensure the implementation thereof;
- to coordinate the activities of the shareholders’ meeting, the board of directors, the executive director and other participants.