Share Holders Benefit
The Company recognizes that the most cogent proof of good corporate governance is that which is visible to the eyes of its investors. Therefore the following provisions are issued for the guidance of all internal and external parties concerned, as governance covenant between the company and all its investors:
6.1 INVESTORS' RIGHTS AND PROTECTION
6.1.1. Rights of Investors/Minority Interests
The Board shall be committed to respect the following rights of the stockholders;
6.1.2. Voting Right
220.127.116.11. Shareholders shall have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code.
18.104.22.168. Cumulative voting shall be used in the election of directors.
22.214.171.124. A director shall not be removed without cause if it will deny minority shareholders representation in the Board.
6.1.3. Pre-emptive Right
Pursuant to the Articles of Incorporation of the Company, no stockholder of Common Class A or Class B stock, shall, because of his ownership of stock, have a pre-emptive right to purchase, subscribe for or take any part of any stock or of any other securities convertible into or carrying options or warrants to purchase stock of the Corporation. Any part of such stock or other securities may at any time be issued, optioned for sale, and sold or disposed of by the Company pursuant to resolution of the Board of Directors, to such persons and upon such terms as the Board may deem proper, without first offering such stock or securities or any part thereof to existing stockholders.
6.1.4. Power of Inspection
All shareholders shall be allowed to inspect corporate books and records including minutes of Board meetings and stock registries in accordance with the Corporation Code at reasonable office hours on business days and shall be furnished with annual reports, including financial statements, without cost or restrictions.
6.1.5. Right to Information 126.96.36.199. The Shareholders shall be provided, upon request and for legitimate purposes, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the company's shares, dealings with the company, relationships among directors and key officers, and the aggregate compensation of directors and officers.
188.8.131.52. The minority shareholders shall be allowed to propose the holding of a meeting, and the items to be included in the agenda thereof, provided such proposal is for legitimate business purposes and is reasonable under the circumstances.
184.108.40.206. The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and the minority shareholders shall be allowed to propose to include such matters in the agenda of a stockholdersÃ¢â‚¬â„¢ meeting, provided, such proposal is for legitimate purposes and is reasonable under the circumstances.
6.1.6. Right to Dividends
220.127.116.11. Shareholders shall have the right to receive dividends subject to the discretion of the Board.
18.104.22.168. The Company shall be compelled to declare dividends when its retained earnings shall be in excess of 100% of its paid-in capital stock, except: a) when justified by definite corporate expansion projects or programs approved by the Board or b) when the corporation is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or c) when it can be clearly shown that such retention is necessary under special circumstances obtaining in the corporation, such as when there is a need for special reserve for probable contingencies.
6.1.7. Appraisal Right
Subject to the provisions of the Corporation Code, the shareholders' shall have appraisal right* under any of the following circumstances:
- In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
- In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and
- In case of merger or consolidation.
22.214.171.124 It shall be the duty of the directors to promote shareholder rights, remove impediments to the exercise of shareholders' rights and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of shareholders' voting rights and the solution of collective action problems through appropriate mechanisms. They shall be instrumental in removing excessive costs and other administrative or practical impediments to shareholders participating in meetings and/or voting in person. The directors shall pave the way for the electronic filing and distribution of shareholder information necessary to make informed decisions subject to legal constraints.