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 of shareholders to attend;
(c) Notices of meetings must encourage shareholders 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 to shareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents of directors;
(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 where directors are to be elected or removed the Board must ensure that each person is voted on separately, so that the shareholders can evaluate each person individually;
(g) The chairman of the meeting must encourage questions from shareholders, including questions regarding licensees' corporate governance guidelines;
(h) The minutes of the meeting must be made available to shareholders upon their request within 30 days from the date of receipt of the request and must be endorsed at the next general assembly; and
(i) Disclosure of all material facts must be made to the shareholders.
October 2019