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  • HC-7 Communication between Board and Shareholders

    • HC-7.1 Principle

      • HC-7.1.1

        The licensee must communicate with shareholders, encourage their participation, and respect their rights.

        January 2013

    • HC-7.2 Conduct of Shareholders' Meetings

      • 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 attend shareholder meetings and, if not possible, to allow 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 the licensee's corporate governance guidelines;
        (h) 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
        (i) Disclosure of all material facts must be made to the shareholders by the Chairman prior to any vote by the shareholders.
        January 2013

      • HC-7.2.2

        The licensee 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).

        January 2013

      • HC-7.2.3

        The licensee 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.

        January 2013

      • HC-7.2.3A

        Licensees must provide to the CBB, for its review and comment, at least 5 business days prior to communicating with the shareholders or publishing in the press, the draft agenda for any shareholders' meetings referred to in Paragraph HC-7.2.3C.

        Amended: July 2017
        April 2016

      • HC-7.2.3B

        Licensees must ensure that any agenda items to be discussed or presented during the course of meetings which require the CBB's prior approval, have received the necessary approval, prior to the meeting taking place.

        April 2016

      • HC-7.2.3C

        The licensee must invite a representative of the CBB to attend any shareholders' meetings (i.e. ordinary and extraordinary general assembly) taking place. The invitation must be provided to the CBB at least 5 business days prior to the meeting taking place.

        April 2016

      • HC-7.2.3D

        Within a maximum of 15 calendar days of any shareholders' meetings referred to in Paragraph HC-7.2.3C, the licensee must provide to the CBB a copy of the minutes of the meeting.

        April 2016

      • HC-7.2.4

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

        January 2013

      • HC-7.2.5

        In notices of meetings at which directors are to be elected or removed the licensee 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.
        January 2013

    • HC-7.3 Direct Shareholder Communication

      • HC-7.3.1

        The chairman of the board (and other directors as appropriate) must maintain continuing personal contact with controllers to solicit their views and understand their concerns. The chairman must ensure that the views of shareholders are communicated to the board as a whole. The chairman must discuss governance and strategy with controllers. Given the importance of market monitoring to enforce the "comply or explain" approach of this Module, the board should encourage shareholders to help in evaluating the licensee's corporate governance (see also HC-1.2 and 1.3 for other duties of the Chairman).

        January 2013

    • HC-7.4 Controllers

      • HC-7.4.1

        In licensees with one or more controllers, the chairman and other directors must actively encourage the controllers to make a considered use of their position and to fully respect the rights of minority shareholders (see also HC-1.2 and 1.3 for other duties of the Chairman).

        January 2013

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