| Title： |
Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies(2015.03.04) |
| Date： |
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Article 6
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A shareholder who for one year or more has continuously held issued shares of a company in conformance with one of the following conditions may mandate a trust enterprise or shareholder services agent to act as the solicitor, and the number of shares to be represented by it shall not be subject to the restriction under Article 20:
- Where a financial holding company, a bank regulated under the Banking Act, or an insurance company regulated under the Insurance Act convenes a shareholders meeting, the shareholder shall hold 10% or more of the total issued shares of the company, provided that when election of directors or supervisors is proposed on the shareholders meeting agenda, the shareholder shall hold 12% or more of the total issued shares of the company;
- Where a company other than those specified in the preceding subparagraph convenes a shareholders meeting, the shareholder shall hold issued shares of the company in conformance with one of the following conditions:
- Has held 10 percent or more of the total number of issued shares of the company.
- Has held 8 percent or more of the total number of issued shares of the company and, when election of directors or supervisors is on the shareholders meeting agenda, one of the candidates it intends to support meets the qualifications for independent director.
- Where the consolidated number of shares of the shareholders sharing the same opinion on a proposal in a shareholders meeting meets the number of shares required to be held under the preceding two subparagraphs, such shareholders may jointly make a mandate.
When assigning election votes under proxies obtained through solicitation by a trust enterprise or shareholder services agent mandated by a shareholder to act as a solicitor in accordance with the preceding paragraph, the number of votes assigned to any independent director candidate the shareholder intends to support shall be greater than those assigned to any non-independent director candidate.
A trust enterprise or shareholder services agent, under any of the following circumstances, when election of directors or supervisors is on the shareholders meeting agenda, shall not act as a solicitor for a shareholder under paragraph 1 or handle proxy solicitation matters for a solicitor:
- where it is itself a shareholder services agent of the public company calling the shareholders meeting.
- where it is itself a subsidiary of the financial holding company calling the shareholders meeting.
A shareholder under paragraph 1 or the responsible person thereof to which any of the circumstances specified in paragraph 2 of the preceding article applies shall not mandate a trust enterprise or shareholder services agent to act as the solicitor.
After a shareholder mandates a trust enterprise or shareholder services agent to act as the solicitor, such shareholder at the current shareholders meeting shall not make any further solicitation, or handle proxy solicitation matters mandated by any solicitor.
If the shareholder of the preceding paragraph is a financial holding company, then no subsidiary of the financial holding company at the current shareholders meeting may make any further solicitation or handle proxy solicitation matters mandated by any solicitor.
"Subsidiary" in paragraph 3, subparagraph 2 and in the preceding paragraph means a subsidiary as defined in Article 4 of the Financial Holding Company Act.
Where there is a proposal for election of directors or supervisors in a shareholders meeting, at least one of the shareholders mandating solicitation referred to in paragraph 1 above shall be the candidate for the directorship or supervisorship; provided this restriction shall not apply if the candidate supported meets the qualifications for independent director.
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Article 7-2
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Before personnel at the place of solicitation handle proxy solicitation matters, the proxy solicitor and the company mandated to handle solicitation matters shall report information on those personnel to the institution designated by the FSC. No person at the place of solicitation may handle solicitation matters until the report has been filed.
Any change in the personnel at the place of solicitation shall be handled as follows:
- For any change in personnel that occurs during the period from March to June of any year, the solicitor and the company mandated to handle solicitation matters shall report the change to the institution designated by the FSC within 5 days after the change occurs.
- For any changes in personnel that occur outside of the aforesaid period, the solicitor and the company mandated to handle solicitation matters shall compile and report all such changes to the institution designated by the FSC before the next time solicitation matters are conducted.
A solicitor or a company mandated to handle solicitation matters may not obtain proxies by means of proxy solicitations conducted by personnel who have not been reported pursuant to the preceding two paragraphs.
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Article 10
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The mandating party shall personally sign or seal the proxies, and the mandating party shall personally fill in the name of the solicitor or the proxy agent in the proxies; provided that in the case of a trust enterprise or shareholder services agent acting as the solicitor and a shareholder services agent mandated to act as the proxy agent of the proxies, seals may be affixed on the proxies instead.
A solicitor shall sign or seal the solicited proxies and additionally affix the seal of the place of solicitation. The signature or seal of the personnel handling proxy solicitation matters at the place of solicitation shall be affixed on the proxies. The proxies may not be transferred to another person for use.
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