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Article NO. Content

Title:

Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies  CH

Amended Date: 2020.02.27 
Article 5     Except as provided in Article 6, a solicitor of proxies shall be a shareholder holding 50,000 or more of the issued shares of the company; provided that if election of directors or supervisors is proposed in the shareholders meeting, the solicitor shall hold the shares issued by such company, as evidenced by the shareholders register, or by the documentation of deposit in the centralized securities depository enterprise, as of the book closure date for the shareholders meeting, under one of the following conditions:
  1. 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 solicitor shall have continuously held, for a period of at least one year, 2 million of the company's issued shares or 0.5% or more of the total number of its issued shares; or
  2. Where a company other than those specified in the preceding subparagraph convenes a shareholders meeting, the solicitor shall have continuously held for a period of at least 6 months 800,000 or more of the issued shares of the company, or 0.2% or more of the total number of issued shares of the company.
    A shareholder qualified under the preceding paragraph, or a trust enterprise or shareholder services agent under Article 6, or a responsible person thereof, to which any of the following circumstances applies shall not serve as a solicitor:
  1. Has previously been convicted by a conclusive judgment of a crime under the Organized Crime Prevention Act, where less than five years has elapsed since completion of the term of sentence.
  2. Has been convicted by a conclusive judgment of violating, in connection with solicitation of proxies, provisions of the Criminal Code addressing forgery of documents, where less than three years has elapsed since completion of the term of sentence.
  3. Has previously been sentenced to imprisonment for six months or more for fraud, breach of trust, or misappropriation, where less than three years has elapsed since completion of the term of imprisonment.
  4. Has previously been sentenced to imprisonment for six months or more for violating the Securities and Exchange Act, Futures Trading Act, Banking Act, Trust Enterprise Act, Financial Holding Company Act, or other financial administration act, where less than three years has elapsed since completion of the term of imprisonment.
  5. Has previously violated Article 10-1 and less than 3 years has elapsed since the Financial Supervisory Commission (FSC) imposed a sanction for the violation.
  6. Has previously been found by a conclusive judgment to have solicited proxies in violation of these Regulations and the represented votes were not counted, where less than two years have passed since such conclusive judgment.