주주총회의 활성화와 위임장권유 －일본의 경우를 중심으로－

To let a company continue to develop and sustain by enhancing its management efficiency, stockholders as the owner of a company can make decisions on basically important issues of the company. To guarantee this, the corporate laws in different countries state shareholders’ meeting as the highest decision maker as well as a permanent system. And yet, with recent advance of globalized firms and their shareholders moving around different countries not just living in their home countries, questions are raised on whether shareholders’ meeting is regularly held, and also the issue of its framework becomes serious. The absence in the shareholders’ meeting is problematic since companies can not run business smoothly and shareholders as a good steward of managers’ management can not exercise their rights through their voting rights. In this respect, writing and electronic voting systems as well as proxy solicitation system are allowed to vitalize shareholders’ meeting. Asking shareholders to exercise voting rights instead of absentees is possible and to do so, giving a letter of proxy to a proxy is usual. In that sense, it is called Proxy Solicitation System. This proxy solicitation system is mostly used by companies, but recently it is also used by shareholders who are against the management of a company. Researches show that advisory agencies regarding the proxy persuasion are actively working about exercising voting rights in shareholders’ meeting in advanced countries including the US. E-voting system allows shareholders to freely exercise their rights anywhere. Proxy solicitation system prevents shareholders from giving up the voting rights allowing a proxy to exercise his right. Operating these two systems appropriately can vitalize shareholders’ meeting and they can be evaluated as a system that can watch and supervise managers efficiently.