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Article 7
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Thirty-eight days prior to a regular shareholders meeting or 23 days prior to a special shareholders meeting, a solicitor shall deliver to the company, with a copy to the Securities and Futures Institute (SFI), the Information Regarding the Solicitation of Proxies for Attendance at the Shareholders Meeting, certificate of shareholding, the documents submitted to and recorded by the FSC containing the qualifications of the company mandated to handle solicitation matters, and the final draft of the Literature and Advertisements to Be Published. Thirty days before the convening of the regular shareholders meeting or 15 days before the convening of a special shareholders meeting, the company shall compile a summary statement of the Solicitor Solicitation Information and transmit it in an electronic file for disclosure by the SFI or publicly announce it in a daily newspaper(s) for two consecutive days.
If any change in the agenda of the shareholders meeting occurs from the date of expiry of the period for submission by the solicitor of the solicitation information pursuant to the preceding paragraph to the date of mailing of the shareholders meeting notice, the company shall immediately notify the solicitor with a copy to the SFI, and shall prepare an electronic file of the solicitation information as revised by the solicitor on the basis of the changed agenda and transmit it to the SFI for disclosure.
If any election of directors or supervisors is on the agenda of the shareholders meeting, the company, in addition to complying with the two preceding paragraphs, it shall compile a list of the solicitors and the management philosophies of the candidate(s) supported in the literature and advertisements for solicitation of proxies, and send it to the shareholders along with the notice of the shareholders meeting at the time that the notice is mailed or transmitted electronically to them.
Where the company transmits the Solicitor Solicitation Information in paragraph 1 and paragraph 2 to the SFI in electronic file format, it shall specify in the shareholders meeting notice the date of transmission, the uniform resource locator (URL) of the SFI's website, and basic instructions for accessing the information on-line. Where the company publicly announces the information in a daily newspaper, it shall specify in the shareholders meeting notice the dates of publication and the name of the newspaper.
A solicitor or the company mandated by it to handle solicitation matters shall not mandate the company whose proxies are being solicited to mail the solicitation letter or solicitation information to shareholders.
No solicitation shall be allowed unless a solicitor has submitted to the company whose proxies are being solicited the written proxy solicitation documentation within the time limit provided in paragraph 1 above.
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Article 12
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A solicitor shall compile an itemized statement of the solicited proxies and deliver the same to the company or its shareholder services agent five days before the date of the shareholders meeting. On the day of the shareholders meeting, the company or its shareholder services agent shall compile a statistical statement of the number of shares obtained by the solicitor through solicitation and transmit it to the SFI in electronic file format, and shall make an express disclosure of the same at the site of the shareholders meeting.
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Article 13
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Except under the circumstances set forth in Article 14, a proxy agent of non-solicited proxies shall not accept the mandate of more than 30 persons. A proxy agent who accepts the mandate of three or more shareholders shall submit an itemized statement of the declarations and proxies together with the signed or sealed proxies to the company or its shareholder services agent five days before the date of a shareholders meeting.
The declaration referred to in the preceding paragraph shall state that the proxies designating the proxy agent were not solicited on the behalf of itself or another person.
On the day of a shareholders meeting, the public company or its shareholder services agent shall compile a statistical statement of the number of shares represented by the proxy agent pursuant to paragraph 1 and transmit it to the SFI in electronic file format, and shall make an express disclosure of the same at the site of the shareholders meeting.
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Article 13-1
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When a company shareholders meeting is called, the proxies shall be tallied and verified by the company's shareholder services agent or another shareholder services agent before the shareholders meeting is convened. However, if the company handles its own shareholder services, the company may carry out the tallying and verification itself. The company shall state the tallying and verification institution in the shareholders meeting notice. When the institution is changed, the company shall immediately publicize the new institution on the Market Observation Post System (MOPS).
The content of the verification referred to in the preceding paragraph shall be as follows:
- Whether the proxy is printed by the company.
- Whether the shareholder has signed or sealed it.
- Whether the name of the solicitor or proxy agent is provided, and whether it is correct.
The tallying and verification referred to in paragraph 1 shall be carried out in accordance with laws and regulations and the provisions related to proxy tallying and verification procedures in its internal control system; the aforementioned procedures shall be prescribed in accordance with the provisions related to proxy tallying and verification procedures in the Rules Establishing Standards for the Internal Control Systems of Shareholder Service Units prescribed by the FSC or an FSC-designated institution.
The FSC or an FSC-designated institution may at any time inspect the tallying and verification of proxies. The company or the entity carrying out the tallying and verification may not refuse.
If a company that handles its own shareholder services, or a shareholder services agent, violates paragraph 3 and has been issued an official reprimand or penalized by the FSC, it may not continue to handle its own shareholder services or to handle the shareholder services for the company with which the violation was connected.
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