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Article 44-9
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Shareholders' meetings with video conferencing are divided into the following two types:
- Hybrid shareholders' meeting: means the company convenes a physical shareholders' meeting with the assistance of video conferencing, and shareholders may choose to take part in the shareholders' meeting physically or by means of video conference.
- Virtual-only shareholders' meeting: means the company does not convene a physical shareholders' meeting, and convenes the meeting only by video, and shareholders may attend the shareholders' meeting only by means of video conferencing.
A shareholder taking part in a shareholders' meeting by video conference shall be deemed to have attended in person.
Unless otherwise provided in these Regulations, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
If a company will convene a hybrid shareholders' meeting within 1 year from the date of issuance of the 4 March 2022 amendments to these Regulations, and it has not yet made express provision in its Articles of Incorporation permitting the convening of shareholders' meetings with video conferencing, it shall obtain approval by a majority vote of the directors in attendance at a board of directors meeting attended by two-thirds or more of the directors before proceeding to convene the meeting.
If, due to a natural disaster, unforeseen event, or other force majeure event, the Ministry of Economic Affairs announces that within a certain period of time companies may hold their shareholders' meetings by means of video conferencing, companies may be exempted during that period from the requirement of express provision in their Articles of Incorporation under paragraph 3.
When an event occurs as announced by the Ministry of Economic Affairs under the preceding paragraph, and a company will hold a shareholders' meeting with video conferencing as resolved by its board of directors, it may do as follows:
- If the company is changing the method for convening the shareholders' meeting and has already mailed the shareholders' meeting notice or transmitted it via electronic document, it may give notice of the change of method for convening the shareholders' meeting on the information reporting website designated by this Commission.
- If a company convenes a virtual-only shareholders' meeting and provides alternative measures for shareholders who would have difficulty attending the shareholders' meeting by means of video conferencing to exercise their voting rights in writing, any shareholder who wishes to exercise their voting rights in writing shall first submit an application to the company, and the provisions of Article 5, paragraph 2 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies regarding additionally sending materials to the shareholders will not apply.
- Other necessary emergency measures as prescribed by this Commission.
If a shareholders' meeting with video conferencing is convened by any person with convening rights other than the board of directors, the provisions of this chapter shall apply mutatis mutandis, and the convening of the meeting may be exempted from the requirement of express provision in the Articles of Incorporation under paragraph 3.
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