Pursuant to the Company’s Corporate Governance Manual, the Board of Directors (“Board”) shall respect the rights of the stockholders as provided for in the Corporation Code, namely:
(1) Right to vote on all matters that require their consent or approval;
(2) Pre-emptive right to all stock issuances of the Corporation;
(3) Right to inspect corporate books and records;
(4) Right to information;
(5) Right to dividends; and
(6) Appraisal right.
The Board shall be transparent and fair in the conduct of the annual and special stockholders’ meetings of the Corporation. The stockholders should be encouraged to personally attend such meetings. If they cannot attend personally, they shall be apprised of their right to appoint a proxy. Subject to the requirements of the By-laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the stockholder’s favor.
The Board shall promote the rights of the stockholders, remove impediments to the exercise of those rights, and provide an adequate avenue for them to seek timely redress for breach of their rights.
The Board should take the appropriate steps to remove excessive or unnecessary costs and other administrative impediments to the stockholders’ meaningful participation in meeting, whether in person or by proxy. Accurate and timely information should be made available to the stockholders to enable them to make a sound judgment on all matters brought to their attention for consideration or approval.
The Board should give minority stockholders the right to propose the holding of meetings and the items for discussion in the agenda that relate directly to the business of the Corporation.