7.1 Conduct of Shareholders' Meetings. The board shall observe both the letter and the intent of the Company Law's requirements for shareholder meetings. Among other things:
• notices of meetings must be honest, accurate and not misleading. They should clearly state and, where necessary, explain the nature of the business of the meeting,
• meetings should be held during normal business hours and at a place convenient for the greatest number of shareholders to attend,
• 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 shall list the agenda items and shall specify the vote (such as "yes," "no" or "abstain),
• 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,
• the board should propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not "bundled" together,
• 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,
• the chairman of the meeting should encourage questions from shareholders, including questions regarding the company's corporate governance guidelines,
• the minutes of the meeting must be made available to shareholders upon their request as soon as possible but not later than 30 days after the meeting, and
• Disclosure of all material facts must be made to the shareholders by the Chairman prior to any vote by the shareholders.
Recommendation: The company 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).
Recommendation: The company should require its outside auditor to attend the annual shareholders' meeting and be available to answer shareholders' questions concerning the conduct and conclusions of the audit.
Recommendation: A company should maintain a company website. The company 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. The company may also consider establishing an electronic means for shareholders' communications including appointment of proxies. For confidential information, the company should grant a controlled access to such information to its shareholders.
Recommendation: In notices of meetings at which directors are to be elected or removed the company should ensure that:• 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
• the notice of the meeting should fairly represent the views of candidates.
7.2 Direct Shareholder Communication. The chairman of the board (and other directors as appropriate) shall maintain continuing personal contact with major shareholders to solicit their views and understand their concerns. The chairman should ensure that the views of shareholders are communicated to the board as a whole. The chairman should discuss governance and strategy with major shareholders. Given the importance of market monitoring to enforce the "comply or explain" approach of this Code, the board should encourage investors, particularly institutional investors, to help in evaluating the company's corporate governance.
7.3 Controlling Shareholders. In companies with one or more controlling shareholders, the chairman and other directors shall actively encourage the controlling shareholders to make a considered use of their position and to fully respect the rights of minority shareholders.
