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The Proxy Process

In July of 2003, the SEC announced that the staff of the Division of Corporation Finance had released its report entitled “Review of the Proxy Process Regarding the Nomination and Election of Directors” as well as a summary of the volume of comments the SEC staff received in response to its “Notice of Solicitation of Public Views Regarding Possible Proxy Rules” in May 2003. Many small public companies have not ever encountered the proxy process. This three-page brief is for officers, directors and managers eager to glean an understanding of the procedure.




Shareholder Voting of the Future

Public companies cannot function or operate without the support of their shareholders and investors. While all companies are required to hold Annual General Meetings (“AGM’s”), the majority of their shareholders will not be able to attend the meeting. The increased usage of the Internet in the past several years has led to an increase in the usage of proxy voting. Proxy Voting is a means for shareholders to participate in the AGM’s in absentia. This white paper will explore the need for proxy voting, frequently asked questions about the process, and ways in which executives can set up a proxy vote for their own companies.

Investors rarely, if ever, invest their funds solely in stocks that are located near the investors themselves. Because of this, it is often impossible for a shareholder to attend the AGM of a company in which they have a financial interest. Additionally, shareholders normally hold many different investments; thus even if they can attend one or two AGM’s, they will probably not be able to attend all. Despite not being able to attend the shareholder meetings, however, the investors should still be interested in the business of the company. Because the issues on which shareholders generally vote can be long and arduous, the materials sent out by companies can use a lot of paper, resources, and time. Proxy voting is an ecologically friendly way to extend a voice to a company’s shareholders without using as many resources. Additionally, shareholder confidence has fallen dramatically in the past few years, and because proxy voting allows the increased voice of the shareholders, it may be able to boost confidence in companies and their management.

Shareholders should not be forced to sit by and watch as their investments in companies fail. Proxy voting gives shareholders the ability to intervene and effect real change at the board level. Moreover, the shareholders should actively take a role in the decisions of the company and take advantage of any proxy vote opportunity that is offered to them.

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