일본의 주주총회자료의 전자제공제도와 시사점

Abstract

This paper is a review of the electronic provision system for general shareholders’ meeting data introduced by Japan as a result of the revision of the company law in 2019. This system was introduced to promote constructive dialogue between shareholders and the company by providing data at the general shareholders’ meeting early. This system recognizes that data for the general shareholders’ meeting have been provided by uploading data for the general shareholders’ meeting on the website of the company’s website, and notifying shareholders in writing the address of the website. In the past, individual shareholders’ consent was required in advance to provide data on the general shareholders’ meeting to shareholders electronically, such as the Internet, but the revision allowed the company to provide data on the general shareholders’ meeting to shareholders using the Internet without the individual consent of shareholders. The website of the general shareholders’ meeting data should be uploaded three weeks before the general shareholders’ meeting so that it can be provided a week earlier than before. In consideration of shareholders who have difficulty using the Internet, the company must issue data on the general shareholders’ meeting in writing if there is a request from shareholders, and the use of the system is mandatory for listed companies. According to statistical data on the general shareholders’ meeting in March 2023, which is the first time since the system was implemented, the utilization rate of the electronic provision system has improved dramatically, and the number of companies that provide data at the general shareholders’ meeting earlier than the legal deadline has also increased significantly. On the other hand, the request for issuance in writing is limited to a very small level. In Korea, when appointing directors and auditors at listed companies, there is a system similar to that of Japan’s electronic provision system, especially with respect to data on the activities of outside directors, but its scope is very limited, and notification by electronic document requires the consent of shareholders. In Korea, it is difficult to provide data on the general shareholders’ meeting using the Internet website, even with the consent of shareholders. Japan’s electronic provision system provides general shareholders’ meeting data through the company’s Internet website, which has the advantage of saving money from printing or mailing, as well as sending large amounts of information early at low costs. The latter advantage is important for institutional investors in that it secures time for analysis of agendas. Since the electronic provision of data at the general shareholders’ meeting is very important for the functionalization of the electronic shareholders’ meeting and the efficiency of the electronic voting system, it is necessary to actively consider the introduction of a electronic provision system in Korea, considering that most of the listed companies are introducing the electronic voting system.