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Article NO. Content

Title:

Regulations Governing the Administration of Shareholder Services of Public Companies  CH

Amended Date: 2022.03.04 
Article 44-20     When a company will convene a shareholders' meeting with video conferencing, if due to circumstances of a natural disaster, unforeseen event, or other force majeure event, any disruption occurs in the video conferencing platform or in participation by means of video conferencing, such that the meeting cannot be convened or cannot continue, then unless otherwise provided by these Regulations, the company shall postpone the meeting for not more than, or reconvene the meeting within, 5 days, and Article 182 of the Company Act shall not apply.
    When a company postpones or reconvenes a meeting under the preceding paragraph, shareholders who did not register to take part by video conferencing in the originally scheduled shareholders' meeting by video conferencing may not take part by video conferencing in the postponed or reconvened meeting.
    When a company postpones or reconvenes a meeting under paragraph 1, shareholders, proxy solicitors, or proxy agents who registered to take part by video conferencing in the originally scheduled shareholders' meeting and completed sign-in, but do not participate in the postponed or reconvened meeting, the number of shares represented by them and voting rights and election rights exercised by them shall be counted toward the total number of shares, number of voting rights and number of election rights of shareholders represented at the postponed or reconvened meeting.
    When inability to continue video conferencing as set out in paragraph 1 occurs at a hybrid shareholders' meeting convened by the company, if the total number of shares represented at the shareholders' meeting after deduction of the number of shares represented through attendance by video conferencing still reaches the legal quorum for convening of the shareholders' meeting, the shareholders' meeting shall continue in session, without need to postpone or reconvene the meeting as set out in paragraph 1.
    When it occurs that a shareholders' meeting shall continue in session as set out in the preceding paragraph, the number of shares represented by the shareholders, proxy solicitors, or proxy agents who were attending the shareholders' meeting by video conferencing shall be counted toward the total number of shares represented by the shareholders attending the meeting, but they shall be deemed to have waived their voting rights on all proposals at that shareholders' meeting.
    When a company postpones or reconvenes a shareholders' meeting as set out in paragraph 1, no redundant discussion or resolution is required for proposals, or for lists of elected directors and supervisors, for which the votes have already been cast and counted and the results have been announced.
    When a company postpones a meeting for not more than, or reconvenes the meeting within, 5 days as set out in paragraph 1, the time periods set out in the following provisions of laws and regulations shall not change, and the company shall do the matters set out in the provisions based on the originally scheduled date of the shareholders' meeting and the content of the respective provisions: Article 165 paragraph 3, Article 172 paragraph 3, Article 172-1, Article 177 paragraphs 3 and 4, Article 177-2 paragraphs 1 and 2, Article 177-3 paragraph 2, Article 192-1, and Article 216-1 of the Company Act; Article 41, Article 44-3, Article 44-5 paragraph 1, and Article 44-6 of these Regulations, Article 7, the forepart of Article 12, Article 13 paragraph 1, and Article 13-1 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 23 of the Regulations Governing Information to be Published in Annual Reports of Public Companies; Article 5 and Article 6 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies; and Article 4 and Article 6 paragraph 2 of the Regulations Governing the Operation of and Compliance Requirements for Split Voting by Shareholders of Public Companies.
    With respect to the time periods set out in the following provisions, the company shall perform the matters provided for therein based on the date of the shareholders' meeting as postponed or reconvened under paragraph 1 herein: the latter part of Article 12, and Article 13 paragraph 3, of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5 paragraph 2, Article 44-15, and Article 44-17 paragraph 1 of these Regulations.