In line with Authorities and public’s anticipation for fairness, justice, and openness, TISS is designated to be a platform that process proxy and provide electronic-voting service for social well beings. It was established pursuant to Article 22-1, Paragraph 2 of the Securities and Exchange Law and Article 3, Paragraph 2 of the Criteria Governing Handling of Stock Affairs. With holdings by securities firms up to 70% and over 1/3 of independent directors and supervisors in the board, TISS has set up its SOP in response to market demand. In addition to adopting high-level computerized procedures, it has made every effort to enhance accuracy, efficiency and confidentiality by carefully examining all related routines.
(1) Commissioned by Companies to offer the electronic voting platform that enables shareholders to electronically vote their proxies.
(2) Commissioned by investors to be solicitors.
(3) Commissioned by solicitors to handle proxy solicitation matters.
(4) Commissioned by Companies to act as the proxy agent in shareholder's meeting.
(5) Commissioned by QFIIs, investment trust companies and/or securities dealers as agent in shareholder’s meeting and exercise the right to resolve.
The Company Law was amended and promulgated by President on June 22, 2005 and came into effect on June 24 of the same year. In response to the technological progress in electronic communication, Company Law was revised to incorporate communication voting in order to facilitate proxy process and encourage participation from shareholders to vote proposals. This revision also allows companies to accept proxies either in printed format or electronically from the shareholders. Shareholders vote electronically are deemed no distinction to those who attend the meeting in person. Electronic voting offers shareholders convenience and alternatives for attending a shareholder’s meeting. Furthermore, shareholders coming from remote area can easily exercise their proxies without traveling. Last but not least, the inability of attending shareholder’s meetings accidentally scheduled on the same day can thus be easily avoided.
In accordance with government policy and in response to the liberalization and internalization of global capital markets and advancement in telecommunication technology, TISS commenced its operation in 2006 taking into account current practices in the U.S., Japan and other developed countries in order to facilitate investors with more convenient and versatile voting methods and to promote the relations between companies and investors.
Advantages of adopting electronic voting are as follows.
（a）For investors:
1.Faciliate shareholders to exercise proxies.
2.Spare shareholder's time and trips to the meeting.
3.Avoid the problem of attending shareholder’s meetings on the same day.
4.Vote with confidentiality, convenience, directness, sense of reality, and are free of interference from others.
5.Enhance the so-called “Shareholder's Democracy”.
（b）For companies:
1. Spare the hassle in finding the place for shareholder’s meeting.
2. Spare expenditure on souvenirs.
3. Simplify proxy process and lower cost.
4. Facilitate summoning of shareholder's meeting and improve efficiency.
5. Issuers pay for electronic voting regardless of whether there is board election or not.
6. Streamline proxy process and largely lower company’s cost.
7. Enhance corporate governance.
（c）For the capital market:
1.Fairness of a voting platform provided by third party wins more trust from the society.
2.Reduce cost of proxy process for the capital market.
3.Enhance efficiency of proxy process for the capital market.
4.Promote investors awareness of “Shareholder’s Democracy” concept.
5.Materialize and fortify company’s perception of “Corporate Governance”.
To encourage companies to promote and participate in electronic voting, TISS will offer first three customers with personnel helping with implementation and use of electronic voting service free of charge.
Due to the fact that shares of some TSE-listed and OTC-listed companies are diversified, companies can contract over 1,300 branch offices of securities brokers through TISS to collect proxies, which not only makes proxy voting easy for shareholders but also facilitates shareholder’s meeting at reduced cost. TISS collects and compiles proxies and acts on behalf of the shareowners in the meeting. Companies can also make use of this channel to have securities brokers deliver annual reports to shareholders, which helps companies establish healthy interactive relations with shareholders and stabilize management in the long run.
As it becomes more and more convenient for shareholders to exercise rights to resolve and vote, shareholder’s meeting tends to become easier to summon. This helps increase percentage total shares in presence of a meeting, avoids opposite opinions, and relieves the burden of chairing it. Furthermore, it promotes company’s ability in assuring smooth administration of the meeting.
