Newsletter
DIRECTORSHIP NOMINATIONS MUST BE SUBMITTED WITHIN ANNOUNCED PERIOD
The Company Act provides that if a pub-lic-issuing company has adopted a nomination system for candidates for election as directors, then before the book closing date for share transfers prior to the shareholders' meeting at which the election is to be held, the company should announce a period of at least 10 days for receiving nominations for directorship candi-dates. This nomination period must be complied with both by shareholders and by the board of directors, who should submit their lists of can-didates within the announced period.
If during the nomination period the board of di-rectors has passed a resolution to nominate di-rectorship candidates, but no shareholders have nominated candidates, then after the nomination period has closed, a further board meeting should be held to make a record of the review proce-dures undertaken. The minutes of the meeting should expressly state that no shareholders have submitted nominations. The list of nominees previously reviewed and approved by the board need not be reviewed again, but the minutes should state at what time and by which board meeting the list was reviewed and approved. All related documents should in principle be retained for at least one year.