HC-7 HC-7 Communication between Board and Shareholders
HC-7.1 HC-7.1 Principle
HC-7.1.1
The
licensee must communicate withshareholders , encourage their participation, and respect their rights.January 2013HC-7.2 HC-7.2 Conduct of Shareholders' Meetings
HC-7.2.1
The board must observe both the letter and the intent of the Company Law's requirements for shareholder meetings. Among other things:
(a) Notices of meetings must be honest, accurate and not misleading. They must clearly state and, where necessary, explain the nature of the business of the meeting;(b) Meetings must be held during normal business hours and at a place convenient for the greatest number ofshareholders to attend;(c) Notices of meetings must encourageshareholders to attend shareholder meetings and, if not possible, to allowshareholders to participate by proxy and must refer to procedures for appointing a proxy and for directing the proxy how to vote on a particular resolution. The proxy agreement must list the agenda items and must specify the vote (such as "yes," "no" or "abstain);(d) Notices must ensure that all material information and documentation is provided toshareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents ofdirectors ;(e) The board must propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not "bundled" together;(f) In meetings wheredirectors are to be elected or removed the board must ensure that each person is voted on separately, so that theshareholders can evaluate each person individually;(g) The chairman of the meeting must encourage questions fromshareholders , including questions regarding thelicensee's corporate governance guidelines;(h) The minutes of the meeting must be made available toshareholders upon their request as soon as possible but not later than 30 days after the meeting; and(i) Disclosure of all material facts must be made to theshareholders by the Chairman prior to any vote by theshareholders .January 2013HC-7.2.2
The
licensee should require alldirectors to attend and be available to answer questions fromshareholders at any shareholder meeting and, in particular, ensure that the chairs of the audit, remuneration and nominating committees are ready to answer appropriate questions regarding matters within their committee's responsibility (it being understood that confidential and proprietary business information may be kept confidential).January 2013HC-7.2.3
The
licensee should require its external auditor to attend the annual shareholders' meeting and be available to answershareholders' questions concerning the conduct and conclusions of the audit.January 2013HC-7.2.3A
Licensees must provide to the CBB, for its review and comment, at least 5 business days prior to communicating with the shareholders or publishing in the press, the draft agenda for any shareholders' meetings referred to in Paragraph HC-7.2.3C.Amended: July 2017
April 2016HC-7.2.3B
Licensees must ensure that any agenda items to be discussed or presented during the course of meetings which require the CBB's prior approval, have received the necessary approval, prior to the meeting taking place.April 2016HC-7.2.3C
The
licensee must invite a representative of the CBB to attend any shareholders' meetings (i.e. ordinary and extraordinary general assembly) taking place. The invitation must be provided to the CBB at least 5 business days prior to the meeting taking place.April 2016HC-7.2.3D
Within a maximum of 15 calendar days of any shareholders' meetings referred to in Paragraph HC-7.2.3C, the
licensee must provide to the CBB a copy of the minutes of the meeting.April 2016HC-7.2.4
A
licensee should maintain a website. Thelicensee should dedicate a specific section of its website to describing shareholders' rights to participate and vote at each shareholders' meeting, and should post significant documents relating to meetings including the full text of notices and minutes. Thelicensee may also consider establishing an electronic means for shareholders' communications including appointment of proxies. For confidential information, thelicensee should grant a controlled access to such information to itsshareholders .January 2013HC-7.2.5
In notices of meetings at which
directors are to be elected or removed thelicensee should ensure that:(a) Where the number of candidates exceeds the number of available seats, the notice of the meeting should explain the voting method by which the successful candidates will be selected and the method to be used for counting of votes; and(b) The notice of the meeting should present a factual and objective view of the candidates so that shareholders may make an informed decision on any appointment to the board.January 2013HC-7.3 HC-7.3 Direct Shareholder Communication
HC-7.3.1
The chairman of the board (and other
directors as appropriate) must maintain continuing personal contact withcontrollers to solicit their views and understand their concerns. The chairman must ensure that the views ofshareholders are communicated to the board as a whole. The chairman must discuss governance and strategy withcontrollers . Given the importance of market monitoring to enforce the "comply or explain" approach of this Module, the board should encourageshareholders to help in evaluating thelicensee's corporate governance (see also HC-1.2 and 1.3 for other duties of the Chairman).January 2013HC-7.4 HC-7.4 Controllers
HC-7.4.1
In
licensees with one or morecontrollers , the chairman and otherdirectors must actively encourage thecontrollers to make a considered use of their position and to fully respect the rights of minority shareholders (see also HC-1.2 and 1.3 for other duties of the Chairman).January 2013