No establishment of optional nomination / renumeration committees
Although Corporate Governance code 4.10.1 states that “company should seek appropriate involvement and advice from independent outside directors in the examination of such important matters as nomination and remuneration by establishing independent advisory committees under the board, such as an optional nomination committee and an optional renumeration committee (hereinafter referred to as “optional committees”)”, Chori has not established the optional committees yet.
The establishment of independent optional committees is required because renumeration policy and appointment / dismissal of board members are important matters for the board. And independent outside directors are expected to involve and give advice in such optional committees as “a representative of interests of minority shareholders”.
In addition, a board of a listed subsidiary needs to pay close attention that its parent company won’t damage the value of subsidiary.
Independent outside directors of a subsidiary are strongly required to work as “a representative of interests of minority shareholders”, because a parent company may not only exploit the profit of subsidiary but also neglect the value of subsidiary’s share being as “silent shareholder” with no sense of ownership.