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:
- The entity must have three or more full-time employees who are information technology professionals.
- 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.
- 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.