| Title： |
Regulations Governing Handling of Stock Affairs by Public Companies(2005.12.15) |
| Date： |
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Article 3-1
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A company referred to in paragraph 2 of the preceding article shall submit to an institution designated by this Commission relevant documents evidencing that it meets the conditions. It may not accept a mandate to handle matters in connection with shareholders' meetings until after the institution has reviewed the documents and forwarded them in a report to this Commission for recordation.
This commission or an institution designated by this Commission may from time to time inspect the qualifications of a company referred to in the preceding paragraph, and the company may not refuse inspection. A company that refuses inspection shall be deemed unqualified, and shall be prohibited from accepting a mandate to handle matters in connection with shareholders' meetings for a period of three years. If upon inspection a company is found to be unqualified in any way, and fails to make supplementations or corrections within a deadline upon being notified to do so by this Commission or an institution designated by this Commission, it may not accept a mandate to handle matters in connection with shareholders' meetings until such time as it has made the supplementations or corrections.
When there is any change to the paid-in capital, or to a securities-firm shareholder, independent director, or supervisor or deputy supervisor, or any amendment to the internal control system, of a company referred to in paragraph 1, the company shall report to an institution designated by this Commission within five days after the change or amendment.
If a company fails to comply with the preceding paragraph, or fails to make supplementations or corrections within a deadline upon being notified to do so by this Commission or an institution designated by this Commission, it may not accept a mandate to handle matters in connection with shareholders' meetings until such time as it has made the supplementations or corrections.
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Article 44-1
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Where voting rights at a company shareholders' meeting are exercised by means of electronic transmission, mechanisms shall be put in place for verifying the identity of shareholders exercising voting rights and for security.
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Article 44-2
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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.
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Article 44-3
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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 no later than the fifth day 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, at least one day 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 a proxy to attend the shareholders' meeting on his/her/its behalf, then the voting rights exercised by the authorized proxy for the shareholder shall prevail.
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Article 44-4
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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.
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Article 44-5
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The company or its entrusted stock affairs institution 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
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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 entrusted stock affairs institution, another entrusted stock affairs institution, or a company specified in Article 3, paragraph 2, shall tally and verify such votes. However, if the company handles its own stock affairs, 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
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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 entrusted stock affairs institution as to the status of the exercise of his/her/its voting rights.
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Article 44-8
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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.
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