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  • HC-8.7 HC-8.7 Communication between Board and Shareholders

    • HC-8.7.1

      Licensees should communicate with shareholders, encourage their participation, and respect their rights.

      October 2019

    • Conduct of Shareholders' Meetings

      • HC-8.7.2

        The Board should observe both the letter and the intent of the Company Law's requirements for shareholder meetings. Among other things:

        (a) Notices of meetings should be honest, accurate and not misleading. They should clearly state and, where necessary, explain the nature of the business of the meeting;
        (b) Meetings should be held during normal business hours and at a place convenient for the greatest number of shareholders to attend;
        (c) Notices of meetings should encourage shareholders to participate by proxy and should refer to procedures for appointing a proxy and for directing the proxy how to vote on a particular resolution. The proxy agreement should list the agenda items and should specify the vote (such as "yes," "no" or "abstain");
        (d) Notices should ensure that all material information and documentation is provided to shareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents of directors;
        (e) The Board should propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not "bundled" together;
        (f) In meetings where directors are to be elected or removed the Board should ensure that each person is voted on separately, so that the shareholders can evaluate each person individually;
        (g) The chairman of the meeting should encourage questions from shareholders, including questions regarding the licensee's corporate governance guidelines;
        (h) The minutes of the meeting should be made available to shareholders upon their request as soon as possible but not later than 30 days after the meeting; and
        (i) Disclosure of all material facts should be made to the shareholders.
        October 2019

      • HC-8.7.3

        Licensees should require all directors to attend and be available to answer questions from shareholders 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).

        October 2019

      • HC-8.7.4

        Licensees should require its external auditor to attend the annual shareholders' meeting and be available to answer shareholders' questions concerning the conduct and conclusions of the audit.

        October 2019

      • HC-8.7.5

        Licensees should maintain a company website. Licensees 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. Licensees may also consider establishing an electronic means for shareholders' communications including appointment of proxies. For confidential information, licensees should grant a controlled access to such information to its shareholders.

        October 2019

      • HC-8.7.6

        In notices of meetings at which directors are to be elected or removed licensees 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.
        October 2019