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(영문) 대구지방법원 2017.06.08 2016나303824
손해배상(기)
Text

1. The plaintiff's appeal and the claims extended by this court are all dismissed.

2. The costs of the lawsuit after the appeal are filed.

Reasons

1. In addition to the matters prescribed by Acts and subordinate statutes, the general meeting of shareholders shall resolve on the following matters:

2. Three to five directors of the defendant, and one to two auditors, respectively, shall be appointed and dismissed as directors and auditors, and the number of auditors shall be between one and two;

Article 26 (Appointment of Directors and Auditors) (1) Defendant directors and auditors shall be appointed at a general meeting of shareholders.

Article 27 (Term of Office) (1) The term of office of directors and the representative director shall be three years.

§ 29 (Convocation of Board of Directors) The board of directors shall be convened, if any, by notifying each director and auditor seven days prior to the date set for such meeting of the board of directors.

Article 30 (Board of Directors) (1) Directors shall organize the board of directors, resolve important matters concerning the appointment of the representative director and the execution of company affairs, and the Speaker shall become the representative director.

(2) Resolutions of the board of directors shall be attended by majority of directors present.

Article 32 (Representative Director) (1) The defendant shall have one representative director.

(2) The representative director shall be appointed as the representative director by a resolution of the board of directors, or an expert selected through national or public offering.

(3) The representative director shall represent the defendant.

Article 34 (Independence of Representative Director) (1) The representative director appointed by the board of directors may exercise his/her voting rights delegated by directors appointed at a general meeting of shareholders to secure the independence of business.

(2) Where a representative director is delegated with voting rights, he/she shall annually evaluate his/her management, and determine whether he/she is reappointed by applying incentives and personal practices, notwithstanding the legal term of office.

The defendant's articles of incorporation (hereinafter "the articles of incorporation of this case") as an agricultural product distribution corporation established by the Ulsan-gun and farmers' investment are as follows:

B. On May 2, 2012, the Defendant publicly announced the employment plan of the representative director as follows pursuant to Article 32 of the instant Articles of Incorporation, and subsequently selected the Plaintiff.

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