Article 4 |
In corporate governance, a futures commission merchant shall protect the rights and interests of shareholders, and shall treat all shareholders fairly.
A futures commission merchant shall establish a system of corporate governance that ensures shareholders' rights such as being fully informed, participating in, and making decisions over important matters of the company.
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Article 5 |
A futures commission merchant shall convene shareholders' meetings in accordance with the Company Act and relevant laws and regulations, and formulate comprehensive rules of procedure for such meetings. The rules of procedure shall be strictly implemented for matters requiring a resolution of the shareholders' meeting.
When convening shareholders' meetings, except with the approval of the competent authority, a futures commission merchant that does not publicly issue stocks as a public company is advised not to hold shareholders' meetings by means of visual communication pursuant to Article 172-2, paragraphs 1 and 2 of the Company Act or handle matters of shareholders' voting rights pursuant to Article 175-1, paragraphs 1 and 2 thereof.
Resolutions adopted by a shareholders' meeting of a futures commission merchant shall comply with laws and regulations and the company's articles of incorporation.
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Article 6 |
The board of directors of a futures commission merchant shall properly arrange the agenda items and procedures for shareholders' meetings, and formulate the principles and procedures for shareholder nominations of directors and supervisors and submissions of shareholder proposals. The board of directors shall also properly handle the proposals duly submitted by shareholders. Arrangements shall be made to hold shareholders' meetings at a convenient location, with sufficient time allowed and sufficient numbers of suitable personnel assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted a reasonable amount of time for deliberation of each agenda item and afforded an appropriate opportunity for making statements.
For a shareholders' meeting convened by the board of directors, it is advisable that the chairman of the board chair the meeting and that a majority of the directors attend in person.
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Article 7 |
A futures commission merchant shall encourage active shareholder participation in corporate governance and cause shareholders' meetings to be convened in a lawful, effective, and safe manner. A futures commission merchant shall seek all ways and means, including full exploitation of technologies for information disclosure and voting, to enhance the attendance rate of shareholders at shareholders' meetings and to ensure that shareholders may duly exercise their shareholder's rights at shareholders' meetings in accordance with law.
When using electronic voting for shareholders' meetings, a futures commission merchant is advised to avoid the raising of extraordinary motions or motions to amend the content of existing proposals.
A futures commission merchant is advised to arrange for shareholders to vote by poll on each individual proposal at the shareholders' meeting.
When a futures commission merchant offers shareholders' meeting souvenirs to shareholders, it shall not have preferential or discriminating treatment towards shareholders.
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Article 8 |
A futures commission merchant shall keep minutes of shareholders' meetings in accordance with the Company Act and applicable laws and regulations, in which it shall record the year, month, and date of the meeting, its location, the meeting chair's name, and the method of resolution. The minutes shall also record a summary of the deliberations and the results. For elections of directors and supervisors, the minutes shall record the taking of a vote and the number of share votes cast for the directors and supervisors.
The minutes of the shareholders' meeting shall be properly and perpetually kept by the company during its existence; where the company has a website, full disclosure of minutes on the website is advisable.
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Article 9 |
The chair of the shareholders' meeting shall be fully familiar with the rules of procedure adopted by the company. The chair shall ensure the proper progress of the meetings pursuant to the agenda, and shall not adjourn meetings at will.
In order to protect the rights and interests of the majority of shareholders, should the chair adjourn the meeting in violation of procedural rules, other members of the board of directors are advised to promptly assist attending shareholders in electing a new chair in accordance with statutory procedures, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the meeting, and continue the meeting.
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Article 10 |
A futures commission merchant shall respect the shareholders' right to know, and faithfully comply with applicable rules relating to public disclosure of information on the company's financial conditions, operations, insider shareholdings, and corporate governance status. If it has established an official website, it is advised to provide relevant information to shareholders in a regular and timely manner.
To treat all shareholders equally, the company may concurrently disclose the information under the preceding paragraph in English.
To protect its shareholders' rights and interests and ensure their equal treatment, a futures commission merchant shall adopt internal rules prohibiting company insiders from trading securities using information not disclosed to the market.
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Article 10-1 |
It is advisable that a futures commission merchant report at a general shareholders' meeting the remuneration received by directors, including the remuneration policy, individual remuneration packages, amounts, and association with the outcomes of performance reviews.
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Article 11 |
Shareholders shall be entitled to share in corporate earnings. For the protection of shareholders' investment rights and interests, the shareholders' meeting may examine the statements produced by the board of directors and the audit committee's or supervisors' audit reports in accordance with the provisions of Article 184 of the Company Act, and to resolve on distribution of earnings or compensation for budget deficit. The shareholders' meeting may select inspectors to carry out the examinations referred to in the preceding paragraph.
Shareholders may apply to the court for appointment of an inspector to inspect the business operations, financial accounts, property, particular items, and documents and records of particular transactions of the company in accordance with Article 245 of the Company Act.
The board of directors, audit committee or supervisors, and managerial officers of the futures commission merchant shall cooperate fully with respect to the inspector's inspection operations as in the preceding paragraphs, and shall not refuse, obstruct, or evade such inspections.
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Article 12 |
A futures commission merchant entering into a major financial transaction, such as acquisition or disposal of assets, trading of financial derivatives, lending of funds, or provision of endorsements or guarantees, shall do so in accordance with the provisions of applicable laws and regulations, adopt related operating procedures, and report the same to the shareholders' meeting for its approval, so as to protect the rights and interests of shareholders.
If a futures commission merchant is involved in a merger, acquisition, or public tender offer, then in addition to proceeding in accordance with relevant laws and regulations, the futures commission merchant shall review the fairness and reasonableness of the plan and the transaction of the merger, acquisition, or public tender offer, and shall give due attention to information disclosure and to the subsequent soundness of the company's financial structure.
Personnel employed by the futures commission merchant who handle the matters of the preceding paragraph shall give due attention to conflicts of interest and circumstances for recusal.
A futures commission merchant, when executing investment, shall take into consideration the corporate governance of the issuing company of the investment instrument, as a guiding reference for investment.
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Article 13 |
In order to protect the rights and interests of shareholders, it is advisable for a futures commission merchant to have staff that will be exclusively responsible for handling shareholder suggestions, questions, or disputes.
When a resolution of a shareholders' meeting or board of directors meeting violates a law or regulation or the articles of incorporation, or where a director, supervisor, or managerial officer violates a law or regulation or the articles of incorporation in the course of his or her work, resulting in injury to rights and interests of shareholders, the futures commission merchant shall handle in an objective and proper manner any litigation duly instituted by a shareholder.
It is advisable for a futures commission merchant to adopt internal procedures for appropriate handling of matters referred to in the preceding two paragraphs, and keep relevant written records for future reference and incorporate the procedures into its internal control system for management purposes.
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