(1) In cases of a listed company under Article 542-11 (1), notwithstanding the provisions of Article 393-2, a general meeting of shareholders shall have the authority to appoint or dismiss members of an audit committee.
(2) A listed company under Article 542-11 (1) shall appoint members of its audit committee from among directors appointed by a general meeting of shareholders.
(3) Where the total amount of voting stocks of a listed company held by the largest shareholder, his/her specially related persons, and other persons determined by Presidential Decree exceeds three percent of the total number of shares issued and outstanding, excluding nonvoting stocks, such shareholder may not exercise his/her voting rights on the stocks in excess when appointing or dismissing auditors or members of the audit committee who are not outside directors: Provided, That a lower ratio of holding shares may be determined in the articles of incorporation.
(4) Any shareholder who has stocks in excess of three percent of the total number of issued stocks other than nonvoting rights of a listed company determined by Presidential Decree, may not exercise his/her voting rights on the stocks in excess when appointing members of the audit committee as outside directors: Provided, That a lower ratio of holding shares may be determined in the articles of incorporation.
(5) When a listed company intends to submit a proposal on appointment or remuneration of auditors as an agenda item for a general meeting of shareholders, the company shall propose and resolve the proposal separately from a proposal on appointment or remuneration of directors.
(6) Any auditor of a listed company and an audit committee, notwithstanding the provisions of Article 447-4 (1), may submit an audit and inspection report to directors at least one week prior to the date set for a general meeting of shareholders.[This Article Newly Inserted by Act No. 9362, Jan. 30, 2009]