일본 회사법상 주주총회의 IT화

Abstract

Japan amended their commercial law in 2002, they became possible to announcement of settlement, voting rights of stockholders and noti- fication of the convocation by electronically for planning the digitalization of corporate management. Digitalization of general meeting is not coercive, but each company takes different system which is preferable for their cost-effective. There are limited number of usages of digital based system that for exercising vote and sending notification of the convocation, which are necessarily approved by individual stockholder. Digitalization for shareholders' meeting can be divided into three types. First, digitalization of documents regarding shareholders' meeting. Current commercial law can also afford their notification of the convo- cation, reference documents, business report and so on as digitalized if there is an individual approval of shareholder. The important point of revised commercial law in 2019 can be found in digitalization of those documents. In other words, it means the digitalizing notification of the convo- cation and reference documents of shareholders' meeting and includes the digitalization of settlement announcement. Secondly, we may consider the digitalization of voting rights of stockholder. If a company has more than 1000 shareholders, the company let their holders to make their vote in written form when holders cannot attend stock- holder meeting. In that case, the company let their shareolders to use digitalized method to exercise voting rights. Thirdly, “virtual” shareholders’ meeting which means that conducting meeting of shareholder in a digital manner can be considered. Currently, it conducts partially, but complete virtual shareholders’ meeting needs further development. Japan repeatedly revised the policy of digitalization of shareholders’ meeting and starts to obligate a listed company to follow the rules of electronic provision system on documents of shareholder based on the revised las on 2019. Usage of electric voting is insignificant in Korea and we need admittance of individual shareholder before sending electric based noti- fication of convention even when considering commercial regulation. Hence based on these points, we need further improvement to stimulate shareholders’ meeting itself as well. Korea is one of the powerful IT industry countries and already has enough technological infrastructure to conduct not only sending noti- fication of convention of shareholders but also resolve the problem of electric based voting exercise. However, we are still struggling the progressing of systems for stimulating shareholders’ meeting. We may learn from Japan’s experience which trying to stimulate shareholders meeting by providing various conveniences to shareholders.