Chapter Content

Title:

Regulations Governing the Administration of Shareholder Services of Public Companies 

Amended Date: 2022.03.04 
   Chapter II-1 Exercising Shareholders' Meeting Voting Rights in Writing or by Means of Electronic Transmission
Article 44-1    Where voting rights at a company shareholders' meeting are exercised by means of electronic transmission, matters related to electronic voting shall be outsourced for handling by an outside entity.
    The entity under the preceding paragraph engaged to handle matters relating to electronic voting shall be restricted to a shareholders services agent or a company as specified under Article 3, paragraph 1 or 2 or a centralized securities depository enterprise, and shall conform with the following requirements:
  1. The entity must have three or more full-time employees who are information technology professionals.
  2. The electronic voting platform must include mechanisms for checking the identity of shareholders exercising voting rights and security mechanisms, and must have obtained ISO accreditation documents for information systems security management.
  3. The electronic voting platform must be equipped with on-site and off-site backup and recovery systems.
    The entity engaged to handle electronic voting matters must first submit the documents demonstrating its qualifications referred to in the preceding paragraph to this Commission for recordation before it may undertake matters relating to electronic voting.
    An entity already engaged to handle electronic voting matters prior to the 11 April 2013 amendment and issuance of these Regulations shall submit the documents required under the preceding paragraph to this Commission for recordation within 6 months following the amendment and issuance of these Regulations. If the recordation has not been accomplished by the end of that period, the entity may not be engaged to handle the electronic voting matters.
    Each year, an entity engaged to handle electronic voting matters must submit for recordation by this Commission audit results for ISO information systems security management accreditation in conformance with paragraph 2, subparagraph 2.
    An entity engaged to handle electronic voting matters may not concurrently be engaged to handle shareholder services and may not serve as a proxy solicitor, proxy agent, or handle proxy solicitation matters on behalf of another.
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Article 44-2    Where voting rights at a company shareholders' meeting are exercised in writing or by means of electronic transmission, the content of the written or electronic means prepared by the company for the exercise of voting rights shall state the following particulars:
  1. Company name.
  2. Shareholder account number.
  3. Shareholder name.
  4. Number of shares held by the shareholder.
  5. Content of all motions on the agenda.
  6. Where there is an election for director(s) or supervisor(s), matters related to such election.
  7. Other particulars required by the competent authority.
Article 44-3    If a shareholder elects to exercise his/her/its voting rights in writing or by means of electronic transmission, his/her/its declaration of intention shall be served to the company 2 days prior to the scheduled meeting date of the shareholders' meeting; if two or more declarations of intention on the same matter are served to the company, the declaration of intention first served shall prevail, unless an explicit statement to revoke the previous declaration is made in the subsequent declaration.
    If a shareholder who has exercised his/her/its voting rights in writing or by means of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, 2 days prior to the scheduled meeting date of the shareholders' meeting and in the same manner previously used in exercising his/her/its voting rights, serve a separate declaration of intention to revoke his/her/its previous declaration of intention made in exercising the voting rights under the preceding paragraph. In the absence of a timely revocation of the previous declaration of intention, the voting rights exercised in writing or by means of electronic transmission shall prevail.
    If a shareholder has exercised his/her/its voting rights in writing or by means of electronic transmission, and has also authorized an agent to attend the shareholders' meeting on his/her/its behalf, then the voting rights exercised by the authorized agent for the shareholder shall prevail.
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Article 44-4    A shareholder who exercises his/her/its voting rights in writing or by means of electronic transmission shall make a declaration of intention with respect to each motion on the written or electronic form prepared by the company; where no declaration of intention is made, the shareholder shall be deemed to have waived his/her/its voting right with respect to that motion.
Article 44-5    The company or its shareholder services agent shall, by one day prior to the date of a shareholders' meeting, compile and prepare a statistical table of the number of shares of shareholders attending the shareholders' meeting by means of electronic transmission, and publicly disclose it on the electronic voting platform of the entity engaged to handle electronic voting matters.
    The company or its shareholder services agent shall, on the day of the shareholders' meeting, compile and prepare a statistical table of the number of shares of shareholders attending the shareholders' meeting in writing or by means of electronic transmission, and clearly disclose it at the place where the shareholders' meeting is held.
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Article 44-6    Where voting rights at a company shareholders' meeting are exercised in writing or by means of electronic transmission, before the shareholders' meeting is convened, the company's shareholder services agent, another shareholder services agent, or a company specified in Article 3, paragraph 2, shall tally and verify such votes. However, if the company handles its own shareholder services, the company may carry out the tallying and verification itself.
    The internal control system of the entity carrying out the tallying and verification referred to in the preceding paragraph shall include tallying and verification procedures for voting rights exercised in writing and by means of electronic transmission; where a shareholder exercises voting rights in writing, verification shall be made of whether the written form is the form printed by the company and whether the shareholder has signed or chopped the form.
    A written record shall be made of the procedures and results of the tallying and verification referred to in paragraph 1, and shall be signed/sealed by the person handling it and the supervisor and kept on record for review
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Article 44-7    A shareholder who exercises his/her/its voting rights in writing or by electronic means may, within a seven-day period after the shareholders' meeting, query the company or its shareholder services agent as to the status of the exercise of his/her/its voting rights.
Article 44-8    Written and electronic media information relating to the exercise by shareholders of voting rights in writing or by electronic means shall be preserved by the company for at least one year. However, where a shareholder brings any litigation under the Company Act, it shall be preserved until the litigation is concluded.