LPL » Topics » Board of Directors

This excerpt taken from the LPL 20-F filed Jun 23, 2009.

Board of Directors

Our board of directors has the ultimate responsibility for the management of our business affairs. Our articles of incorporation provide for a board consisting of between five and eleven directors, more than half of whom must be outside directors. Our shareholders elect all directors at a general meeting of shareholders. Under the Korean Commercial Code, a representative director of a company established in Korea is authorized to represent and act on behalf of such company and has the power to bind such company. A company may have (i) one sole representative director, (ii) two or more co-representative directors or (iii) two or more “joint” representative directors. The powers and authorities of a sole representative director and any co-representative directors are exactly the same while the only distinction for joint representative directors is that they must act jointly (i.e., all of the joint representative directors must act together in order to bind the company while co-representative directors may act independently). All representative directors are selected from among the non-outside directors. Our articles of incorporation require that we elect either a single representative director or two joint representative directors. If we elect to have two joint representative directors, one representative director will serve as chief executive officer and the other representative director will serve as chief financial officer.

The term of office for our directors will expire upon the closing of the annual general meeting of shareholders convened in respect of the last fiscal year within three years after they take office. However, if the term of office expires after the close of the last fiscal year of such term of office but before the annual general meeting of shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such annual general meeting of shareholders. Our board must meet at least once every quarter, and may meet as often as the representative director or joint representative directors deem necessary or advisable. Other directors may also request the representative director or joint representative directors to convene a board meeting at any time.

The tables below set forth information regarding our current directors and executive officers. The business address of all of the directors and executive officers is the address of our registered office at West Tower, LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul, Republic of Korea, 150-721.

This excerpt taken from the LPL 20-F filed Apr 16, 2008.

Board of Directors

Our board of directors has the ultimate responsibility for the management of our business affairs. Our articles of incorporation provide for a board consisting of between five and nine directors, more than half of whom must be outside directors. Our shareholders elect all directors at a general meeting of shareholders. Our articles of incorporation also require that we elect either a single representative director or two joint representative directors. If we elect to have two joint representative directors, one representative director will serve as chief executive officer and the other representative director will serve as chief financial officer. Under the Korean Commercial Code and our articles of incorporation, joint representative directors are authorized to jointly represent us in activities relating to our business. A representative director of a company established in

 

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Korea is authorized to represent and act on behalf of such company and has the power to bind such company. A company may have (i) one sole representative director, (ii) two or more co-representative directors or (iii) two or more “joint” representative directors. The powers and authorities of a sole representative director and any co-representative directors are exactly the same while the only distinction for joint representative directors is that they must act jointly (i.e., all of the joint representative directors must act together in order to bind the company while co-representative directors may act independently). All representative directors are selected from among the non-outside directors. See “Item 7.A. Major Shareholders” for a more detailed discussion of the shareholding structure and arrangements between our two major shareholders in electing the non-outside directors.

The term of office for our directors will expire upon the closing of the annual general meeting of shareholders convened in respect of the last fiscal year within three years after they take office. However, if the term of office expires after the close of the last fiscal year of such term of office but before the annual general meeting of shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such annual general meeting of shareholders. Our board must meet at least once every quarter, and may meet as often as the representative director or joint representative directors deem necessary or advisable. Other directors may also request the representative director or joint representative directors to convene a board meeting at any time.

The tables below set forth information regarding our current directors and executive officers. The business address of all of the directors and executive officers is the address of our registered office at West Tower, LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul, Republic of Korea, 150-721.

This excerpt taken from the LPL 20-F filed Apr 11, 2007.

Board of Directors

Our board of directors has the ultimate responsibility for the management of our business affairs. Our articles of incorporation provide for a board consisting of between five and nine directors, more than half of whom must be outside directors. Our shareholders elect all directors at a general meeting of shareholders. Our articles of incorporation also require that we elect either a single representative director or two joint representative directors. If we elect to have two joint representative directors, one representative director will serve as chief executive officer and the other representative director will serve as chief financial officer. Under the Korean Commercial Code and our articles of incorporation, the joint representative directors are authorized to jointly represent us in activities relating to our business. A representative director of a company established in Korea is authorized to represent and act on behalf of such company and has the power to bind such company. A company may have (i) one sole representative director, (ii) two or more co-representative directors or (iii) two or more “joint” representative directors. The powers and authorities of a sole representative director and any co-representative directors are exactly the same while the only distinction for joint representative directors is that they must act jointly (i.e., all of the joint representative directors must act together in order to bind the company while co-representative directors may act independently). All representative directors are selected from among the non-outside directors.

The term of office for our directors will expire upon the closing of the annual general meeting of shareholders convened in respect of the last fiscal year within three years after they take office. However, if the term of office expires after the close of the last fiscal year of such term of office but before the annual general meeting of shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such annual general meeting of shareholders. Our board must meet at least once every quarter, and may meet as often as the representative director or joint representative directors deem necessary or advisable. Other directors may also request the representative director or joint representative directors to convene a board meeting at any time.

The tables below set forth information regarding our current directors and executive officers. The business address of all of the directors and executive officers is the address of our registered office at West Tower, LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul, Republic of Korea, 150-721.

This excerpt taken from the LPL 20-F filed Jun 21, 2006.

Board of Directors

Our board of directors has the ultimate responsibility for the management of our business affairs. Our articles of incorporation provide for a board consisting of between five and nine directors, more than half of whom must be outside directors. Our shareholders elect all directors at a general meeting of shareholders. Our articles of incorporation also require that we elect either a single representative director or two joint

 

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representative directors. If we elect to have two joint representative directors, one representative director will serve as chief executive officer and the other representative director will serve as chief financial officer. Under the Korean Commercial Code and our articles of incorporation, the joint representative directors are authorized to jointly represent us in activities relating to our business. A representative director of a company established in Korea is authorized to represent and act on behalf of such company and has the power to bind such company. A company may have (i) one sole representative director, (ii) two or more co-representative directors or (iii) two or more “joint” representative directors. The powers and authorities of a sole representative director and any co-representative directors are exactly the same while the only distinction for joint representative directors is that they must act jointly (i.e., all of the joint representative directors must act together in order to bind the company while co-representative directors may act independently). All representative directors are selected from among the non-outside directors.

The term of office for our directors will expire upon the closing of the annual general meeting of shareholders convened in respect of the last fiscal year within three years after they take office. However, if the term of office expires after the close of the last fiscal year of such term of office but before the annual general meeting of shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such annual general meeting of shareholders. Our board must meet at least once every quarter, and may meet as often as the representative director or joint representative directors deem necessary or advisable. Other directors may also request the representative director or joint representative directors to convene a board meeting at any time.

The tables below set forth information regarding our current directors and executive officers. The business address of all of the directors and executive officers is the address of our registered office at 17th Floor, West Tower, LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul, Republic of Korea, 150-721.

These excerpts taken from the LPL 20-F filed Apr 11, 2005.

Article 10. Board of Directors

 

10.1 The Parties will exercise their respective voting rights in the JVC and take such other steps as are necessary to ensure:

 

  (a) that the Board of Directors consists of three (3) members;

 

  (b) that of such three (3) members, two (2) shall be nominated by NEG and one (1) shall be nominated by LPL; and

 

  (c) that if either of NEG and LPL wishes to change its elected Director(s) with or without cause, the other Party will vote accordingly; provided, however, that if such dismissal is without cause, the Party proposing the dismissal shall indemnify and hold the JVC and the other Party harmless for any and all damages and other claims that may arise from such action.

 

10.2 If a position of Director of the JVC becomes vacant for any reason, the Parties hereto agree to cause their shares to be voted to elect as Director a person nominated by the Party who nominated the Director whose position is vacant.

 

10.3 Meetings of the Board of Directors may be called by the Representative Director when he or she deems the same to be necessary or advisable or when any Director so requests in accordance with the Articles of Incorporation. The quorum of a meeting of the Board of Directors shall be the attendance of a majority of all the Directors in office; provided that, at least one (1) Director nominated by LPL and one (1) Director nominated by NEG shall


be present and that if at least one (1) Director nominated by LPL and one (1) Director nominated by NEG do not attend at a meeting of the Board of Directors (the “First Meeting”), another meeting of the Board of Directors may be held with the same agenda of the First Meeting during the period no earlier than two (2) weeks and no later than one (1) month after the First Meeting without attendance of at least one (1) Director nominated by LPL and one (1) Director nominated by NEG.

 

10.4 The Board of Directors shall have the power and authority to make all policy decisions in respect to all important business or management matters. Unless otherwise provided in this Agreement, all actions and resolutions of the Board of Directors shall be adopted by the affirmative vote of a majority of the Directors present at the meeting of the Board of Directors; provided, however, if each of NEG and LPL owns more than one third (1/3) of the issued and outstanding voting shares of the JVC, the following actions of the JVC shall not be taken by the JVC unless authorized by a unanimous resolution of the Board of all three (3) Directors in office.

 

  (a) Adoption or amendment of the annual budget and business plan excluding the purchase prices of material glass sheets for the Products and sale prices of the Products;

 

  (b) Any investment or series of investment not covered by an annual budget, which would result in the aggregate amount of investment during such fiscal year exceeding 1 billion Korean Won;

 

  (c) Issuance of new shares;

 

  (d) Issuance of bonds;

 

  (e) The provision of any loan (borrowing and lending), guarantee, series of loans or series of guarantees by the JVC not covered by an annual budget and for an amount exceeding 1 billion Korean Won;

 

  (f) The execution of an intellectual property right or know-how transfer agreement;

 

  (g) The execution of an important technology license agreement, including any agreements that provide for the payment or receipt of a license fee;

 

  (h) Decision of dividends;

 

  (i) Appointment of an auditing firm of the JVC;

 

  (j) Change of the business scope of the JVC specified in Article 2.3 hereof;

 

  (k) Adoption or amendment of the Articles of Incorporation; or

 

  (l) Any other matter subject to a special resolution of shareholders under the Korean Commercial Code.

 

10.5 All meetings of the Board of Directors shall be conducted in Japanese and Korean. All formal minutes of the meetings of the Board of Directors shall be prepared in English and certified translations of such minutes into Korean and Japanese will be provided to the Parties.


Board of Directors

 

Our board of directors has the ultimate responsibility for the management of our business affairs. Our articles of incorporation provide for a board consisting of between five and nine directors, more than half of whom must be outside directors. Our shareholders elect all directors at a general meeting of shareholders. Our articles of incorporation also require that we elect either a single representative director or two joint representative directors. If we elect to have two joint representative directors, one representative director will serve as chief executive officer and the other representative director will serve as chief financial officer. Under the Korean Commercial Code and our articles of incorporation, the joint representative directors are authorized to jointly represent us in activities relating to our business. A representative director of a company established in Korea is authorized to represent and act on behalf of such company and has the power to bind such company. A company may have (i) one sole representative director, (ii) two or more co-representative directors or (iii) two or more “joint” representative directors. The powers and authorities of a sole representative director and any co-representative directors are exactly the same while the only distinction for joint representative directors is that they must act jointly (i.e., all of the joint representative directors must act together in order to bind the company while co-representative directors may act independently). All representative directors are selected from among the non-outside directors.

 

The term of office for our directors will expire upon the closing of the annual general meeting of shareholders convened in respect of the last fiscal year within three years after they take office. However, if the term of office expires after the close of the last fiscal year of such term of office but before the annual general meeting of shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such annual general meeting of shareholders. Our board must meet at least once every quarter, and may meet as often as the representative director or joint representative directors deem necessary or advisable. Other directors may also request the representative director or joint representative directors to convene a board meeting at any time.

 

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The tables below set forth our directors and executive officers, dates of birth and positions as of March 31, 2005. The business address of all of the directors and executive officers is the address of our registered office at 17th Floor, West Tower, LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul, Republic of Korea 150-721.

 

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