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