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On 14 March 2001, the Ministry of Economic Affairs (MOEA) announced that with effect from 1 May 2001, minutes of shareholders' or board meetings submitted in support of applica-tions for changing company registration details must state the method of adopting the relevant resolutions, as well as their results. In an an-nouncement issued on 24 May 2001, the MOEA stated that this requirement will not be enforced until 1 January 2002.
The new announcement gave examples of wording for reporting the method of adopting resolutions in minutes:
Shareholders' Meetings
Where the motion is unopposed: Suppose that a company's rules for conducting sharehold-ers' meetings stipulate that unless otherwise provided by the Company Law or the com-pany's articles of incorporation, a resolution should be adopted if the votes cast in favor represent a simple majority of the voting rights held by the shareholders present. If, at the time of voting, the chairperson inquires the shareholders present whether any opposes the motion, and none responds, the resolution should be deemed to have been adopted, with the same effect as if passed by a ballot. In this case, the minutes may state: "The resolution was adopted unopposed after the chairperson inquired all shareholders present whether any opposed the motion." Any party who has ob-jections should seek a remedy through judicial channels.
Where the motion is opposed: A ballot should be taken, and the number of votes in favor, and the percentage of total voting rights they rep-resent, should be recorded in the minutes. Example: The resolution was adopted by XXX votes in favor, being XX% of the total voting rights held by the shareholders present.
Election of directors and supervisors: A ballot should be taken, and the number of votes by which each director or supervisor is elected should be recorded in the minutes. Example: Mr. X (elected by XXX votes), Ms. Y (XXX votes) and Mr. Z (XXX votes) were elected directors of the company, and Mr. A (XXX votes) was elected supervisor, for a term of three years from the date of their election.
Board Meetings
Where the motion is unopposed: The minutes may state: "Adopted unanimously by all the directors present."
Where the motion is opposed: A vote should be taken and the number of votes in favor must be recorded. The minutes may state: "Adopted with XX of the directors present in favor."
