The re-election of board members is fundamentally governed by the company's foundational legal documents, such as its basic regulations, bylaws, or articles of association. These documents establish the binding rules for corporate governance, including board composition, director qualifications, and term limits. If these regulations explicitly prohibit re-election after a certain term, any attempt to do so would be legally invalid. The opinions of board committees, while influential in the nomination process, are advisory and subordinate to the company's legally binding regulations and the ultimate vote by shareholders.

A. This contradicts the opinion of the audit committee. The audit committee's opinion is advisory and primarily focused on financial reporting and internal controls, not binding on director elections unless specified in the regulations.

B. This contradicts the opinion of the governance committees. The governance committee recommends candidates but its opinion does not have the legal authority to override the company's foundational regulations or the shareholder vote.

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1. OECD (2023), G20/OECD Principles of Corporate Governance, OECD Publishing, Paris.

Reference: Chapter VI, Section E, "Nomination and election of board members," p. 51.

Quote/Paraphrase: The principles state that the process for nominating and electing board members should be disclosed in the company's governance framework, such as the "company statutes" (i.e., basic regulations). This establishes the company's own regulations as the primary authority governing the election process.

2. Bainbridge, S. M. (2012). Corporate Governance: Law and Practice. Foundation Press.

Reference: Chapter 5, Section 5.3, "The Nominating Committee."

Quote/Paraphrase: This academic text explains that while the nominating/governance committee plays a crucial role in identifying and recommending director candidates, its authority is delegated by the board and defined by its charter, which is itself subordinate to the corporation's bylaws and articles of incorporation (basic regulations).

3. Harvard Law School Forum on Corporate Governance. (2018). The Power of Corporate Bylaws.

Reference: Discussion on the legal hierarchy of corporate documents.

Quote/Paraphrase: Articles on this forum consistently affirm that bylaws are a binding contract among shareholders, directors, and the corporation. They dictate procedural matters, including director qualifications, terms, and election procedures. A provision in the bylaws, such as a term limit, would legally prohibit the re-election of a director.