go to the main content go to the main menu

Samsung Securities

home

Governance

Promising transparency in corporate governance

General Meeting of Shareholders

Introduction

General meeting of shareholders is a necessary permanent establishment consisting of all members of shareholders and is also a supreme decision-making body that decides details stated on law and corporate articles of association.

Type of shareholders’ meeting

Shareholders’ meeting is classified into two: regular meeting of shareholders that is regularly convened at every settlement of accounts; extraordinary shareholders’ meeting that is convened whenever considered necessary, The corporate articles of association of Samsung Securities state that the regular meeting of shareholders must be convened within 3 months after the late Dec., when every business year is completed.

Resolution at shareholders’ meeting

Following issues are determined at shareholders’ meeting

Resolution at shareholders’ meeting Usual resolution, Special resolution
Usual resolution Special resolution
  • -Appointment of directors and auditors
  • -Deciding salary of directors and auditors
  • -Authorizing F/S
  • -Stock dividends
  • -Appointment and dismissal of liquidators and deciding salary of them
  • -Authorizing the completion of liquidation
  • -General meeting for merger report
  • -Deciding whether to postpone or resume general meeting of shareholders
  • -Authorizing to grant the option to purchase stocks
  • -Appointment of audit committee member
  • *Resolution requirement’ majority vote of shareholders present and consent of more than 1/4 of outstanding stocks
  • -Changing corporate articles of association
  • -Transferring all or an important part of sales division
  • -Dismissal of directors and auditors
  • -Decrease of equity
  • -Issuing stocks at less than the par value
  • -Stock split
  • -Important issues that arise when CB and BW are issued to someone, except for shareholders
  • -Dissolution of corporation
  • -Continuance of corporation
  • -Appointment of members of the Establishment Committee in case of consolidation
  • -Authorizing merger agreement of the company
  • -Spin-off, division merger and physical division of the company
  • -Comprehensive transfer and exchange of stocks among others
  • *Resolution requirement: more than 2/3 votes of shareholders present and consent of more than 1/3 of outstanding stocks

Proposal right of shareholders

The proposal right of shareholders refers to the right of minority shareholders to propose certain cases to be selected as the agenda item at a shareholders’ meeting. Person authorized to exercise the proposal right Commercial law limits persons authorized to exercise the proposal right to shareholders who have more than 3% of outstanding stocks with voting rights, while the Capital Markets Act allows shareholders who hold 0.25% of outstanding stocks for 6 months in case they are financial investors with the current capital stock of more than 100 billion KRW as of the last day of the recent business year.

How to exercise the right

Shareholders who want to exercise the proposal right are allowed to propose certain issues that will be selected as the purpose of the general meeting to directors (CEO) 6 weeks ahead of the shareholders’ meeting in written form, and can request the details of items submitted by the company’s shareholders be added in the purpose to be written in the notice and announcement in shareholders’ meeting.

Effect of proposal right of shareholders

Directors who accept proposal right are required to report proposals to the board of directors and the board of directors should select them as the purpose of the general meeting, except for the case that the proposals violates law or corporate articles of association and, if shareholders want, they should be given the opportunity to explain the items.

How to exercise voting right

Exercising a voting right at the general meeting of shareholders is possible as follows: Exercising voting right by being present at the meeting; casting a vote exercised by a representative with a designating proxy. When voting in writing or selecting two or more directors, the concentrated voting system is not adopted.

Samsung Securities Report