Companies Law

Expiration of the Term of Board of Directors or Resignation of its Members 1. The board of directors shall call the ordinary general assembly to convene in ample time prior to the expiration of the board’s term to elect a board of directors for a new term. If the election cannot be held and the term of the current board expires, its members shall continue to carry out their duties until a board of directors is elected for a new term, provided that they do not continue to carry out their duties beyond the period specified in the Regulations. 2. If the chairman and members of the board of directors resign, they shall call for an ordinary general assembly meeting to elect a new board. The resignation shall not take effect until a new board is elected, provided that the resigning board does not continue to carry out its duties beyond the period specified in the Regulations. 3. A board member may resign pursuant to a written notice submitted to the chairman of the board of directors. If the chairman of the board resigns, the notice shall be submitted to the board members and the board’s secretary. In both cases, the resignation shall take effect from the date specified in the notice. 4. Unless the company’s articles of association stipulate otherwise, if the position of a board member of a joint-stock company becomes vacant due to his death or resignation, and if the minimum number of members required for the validity of board meetings as stipulated in this Law or the company’s articles of association is not affected by such vacancy, the board may appoint a qualified person with relevant expertise to provisionally fill the vacancy. The Companies Law appointment shall be reported to the Commercial Register, and to the CMA if the company is listed in the capital market, within 15 days from the date of such appointment, and it shall be submitted to the ordinary general assembly in its first meeting. The appointed member shall complete the term of his predecessor. 5. If the number of board members falls below the minimum number required for the validity of board meetings as stipulated in this Law or the company’s articles of association, the remaining members shall call for an ordinary general assembly meeting within 60 days to elect the required number of members. 6. If the board of directors is not elected for a new term or if the required number of board members is not satisfied, in accordance with paragraphs (1), (2), and (5) of this Article, any person with interest may petition the competent judicial authority to appoint qualified persons with expertise, in any number it deems appropriate, to supervise the management of the company and call on the general assembly to convene within 90 days to elect a new board of directors or appoint board members to satisfy the required number, as the case may be, or may petition the competent judicial authority to dissolve the company.