Infinite Healthcare Co., Ltd., a global medical imaging solutions company, announced that it held an extraordinary general meeting of shareholders at its Seocho branch in Seocho-gu, Seoul on June 23. The company stated that with the smooth handling of key agenda items at the meeting, it has laid the foundation for stabilizing its corporate governance structure.
At this extraordinary general meeting, the following agenda items were proposed: partial amendment of the articles of incorporation, dismissal of the current auditor, and appointment of a new auditor. As a result of the meeting, the amendment to the articles of incorporation, aimed at stabilizing the company's governance structure and implementing shareholder-friendly policies, was passed as a special resolution. In contrast, the proposals by minority shareholders to dismiss the current auditor and appoint a new auditor were rejected due to a lack of quorum and other reasons.
In particular, Infinite Healthcare emphasized that the amendment to the articles of incorporation approved at this extraordinary general meeting focuses on clearly defining the qualifications of auditors, thereby further strengthening the professionalism and independence of the audit function and establishing a stable governance system. A company representative stated, "Establishing stable corporate governance is the foundation for the company's mid- to long-term growth, as well as a key task for enhancing the interests of all shareholders, corporate value, and shareholder value," adding, "Based on the newly revised articles of incorporation, the management will actively implement responsible management and shareholder-friendly practices."
Meanwhile, the minority shareholders claimed that the company did not recognize electronic proxies. However, Infinite Healthcare made it clear that it was difficult to recognize their validity.
On the day of the extraordinary general meeting, the company found that among the electronic proxies submitted by the minority shareholders, there were cases where the shareholder's name, date of birth, and number of shares did not match the information in the shareholder registry. Upon verification with the minority shareholders, it was revealed that there was a structural flaw that allowed non-shareholders to arbitrarily create electronic proxies.
Infinite Healthcare emphasized that neither the current Commercial Act nor the company's articles of incorporation contain any provisions regarding electronic proxies, and thus there is no legal or internal basis for recognizing electronic proxies. Furthermore, as a legal principle, the original document must be submitted for a proxy to be valid, but all submitted electronic proxies were provided only as printed copies, making it impossible to recognize them as originals. In some cases, the signatures on the proxies showed the same handwriting repeated mechanically, making it difficult to acknowledge the electronic signatures as genuine expressions of shareholder intent.
The company also explained that the minority shareholders did not provide any additional objective evidence or procedures for verifying the authenticity of the electronic proxies or confirming the identity of the shareholders, which could have compensated for the low reliability or authenticity of the submitted electronic proxies.
A representative of Infinite Healthcare stated, "Since this matter concerns the exercise of shareholder rights, which is a significant issue, the decision was made after careful legal and substantive review to protect the joint interests of shareholders and the long-term credibility of general meetings."
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