[주린이 공시방]March is the season for shareholders’ meeting… How does it open

If’Jurin (stock + children)’ who just started investing in stocks, how about paying attention to the real information disclosed by the company itself rather than Jirashi who says’this stock is on the rise’? Let’s take a step closer to corporate fundamentals (basic physical strength) through the noticeable disclosure for a week.

[이데일리 권효중 기자] If you become a shareholder by buying even one stock of a listed company, you have the right to attend the general shareholders’ meeting. As most of the December settlement corporations hold their general shareholders’ meeting by the end of this month, this time, we are going to take a look at the general shareholders’ meeting easily.

On the 8th, the Korea Securities Depository announced that the 26th will be the’Super Shareholders’ Day, where the most listed companies hold regular shareholders’ meetings. On this day alone, 257 companies announced plans to hold a regular shareholders’ meeting. The detailed schedule of the general shareholders’ meeting can also be confirmed through the’stock market schedule’ of’KIND’, a public announcement channel of the Korea Exchange. It stands out. Also, according to the Securities Depository, 188 etc. will be held on the 25th and 152 etc. will be held on the 29th.

The depository and KOSDAQ associations prevent excessive concentration of shareholders’ meetings and seek diversification. However, as most companies have their own schedules, it is easy to inevitably focus on shareholders’ meetings on specific days. In this case, the listed companies disclose the reason why they had to hold a general shareholders’ meeting on that day by disclosing the’report of the reason for holding the general shareholders’ meeting.

‘Stock market schedule’ of the disclosure system of the Korea Exchange (Photo = Korea Exchange)

The general shareholders’ meeting is a place where shareholders and the company communicate. In order to prepare a place to discuss with shareholders, the company first announces the’closed of the shareholders’ list’ to determine a list of shareholders who are eligible to attend the general shareholders’ meeting. Next, according to Article 363 of the Commercial Act, a request to attend the general shareholders’ meeting must be sent to them at least two weeks in advance, and then a full-scale’announcement of the general shareholders’ meeting’ is announced to inform them of what issues to discuss at the general shareholders meeting. In the’Announcement of Convocation of Shareholders’ Meeting’, the time and location of the general shareholders’ meeting are specified, so you can refer to this if you wish to attend. Not only the company has the right to propose a discussion, but also the shareholders. According to Article 363-2 of the Commercial Act, if you own 3% or more of the total number of issued stocks, excluding stocks without voting rights, it is possible to propose certain matters to the directors 6 weeks before the general shareholders’ meeting as the purpose of the general shareholders’ meeting. . In addition to proposing discussion items, it is also possible to call for an extraordinary general meeting of shareholders with a stake of 3% or more.

At the regular shareholders’ meeting, it is essential to disclose and obtain approval of accounting related matters such as audit reports. In addition, all necessary processes in the company’s operation process, such as appointing and dismissing directors and auditors, determining the upper limit of their remuneration, and changing the company’s name or articles of incorporation, are shared with shareholders. And shareholders can exercise their voting rights depending on the number of shares they have.

As such, the general shareholders’ meeting is an important event, but Corona 19 has changed the landscape of the general shareholders’ meeting. Here are some of the things that have changed since last year’s commercial law amendment was introduced. The first thing that has changed is the shortening of the deadline for filing business reports and audit reports. From this year onwards, it may be a burden for listed companies as the notice must be completed two weeks before the shareholders’ meeting is held to shareholders, or one week prior to the electronic disclosure system.

In addition, when a director to serve as an audit committee is elected separately from other directors, the ‘3% rule’, in which the voting rights of the largest shareholder and related persons are only recognized up to a maximum of 3%, will also be applied in earnest from this year. As the majority shareholder’s breath is inevitably weakened, concerns about the movement to propose various shareholders or disputes over management rights are being perceived, which is a concern among some listed companies.

Lastly, as’non-face-to-face service’ is attracting attention due to Corona 19, the KFTC’s electronic voting and electronic power of attorney system, which has been in operation since 2010, is also noteworthy. When a listed company enters into an electronic voting consignment contract with the KSD, shareholders can vote electronically through the KSD. In particular, this year, Kakao Pay and the shareholders’ general information system were linked to lead to electronic voting, enhancing convenience. In addition, as not only the depository but also large securities companies provide related systems, it is worth actively using e-voting from the standpoint of listed companies as well as from the standpoint of shareholders.