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Stockholders’ Rights and Protection of Minority Stockholders’ Interests

The Board shall respect the rights of the stockholders as provided for in the Corporation Code; namely

  • Right to vote on all matters that require their consent or approval;
  • Pre-emptive right to all stock issuances of the Corporation;
  • Right to inspect corporate books and records;
  • Right to information;
  • Right to dividends; and
  • Appraisal right.

The Board shall be transparent and fair in the conduct of the annual and special stockholders’ meetings of the Corporation. The stockholders shall be encouraged to personally attend such meetings. If they cannot attend, they shall have the right to appoint a proxy in accordance with the By Laws of the Corporation. Any doubt about the validity of the proxy shall be resolved in the stockholder’s favor.

The Board shall promote the rights of the stockholders, remove impediments to the exercise of those rights, and provide an adequate avenue for timely redress in case of breach of their rights.

The Board shall take the appropriate steps to remove excessive or unnecessary costs and other administrative impediments to the stockholders’ meaningful participation in meetings, whether in person or by proxy. Accurate and timely information shall be made available to the stockholders to enable them to make a sound judgment on all matters brought to their attention for consideration or approval.

Although all stockholders shall be treated equally or without discrimination. Minority stockholders shall have the right to propose the holding of meetings and the items for discussion in the agenda, subject to the provisions of the By-Laws of the Corporation.

From: Article 6 of the Revised Code of Corporate Governance of I-Remit, Inc., June 27, 2014