方 案 優 點 缺 點
方案一
一致性︰CA 認證 沿用舊有體制
不可否認性︰單一作業中心及認 證中心
機密性︰內控內稽標準化機密措 施較嚴謹
市場無法自由化
ID 發放嚴整性及便利性較差
方案二
股 東 可 透 過 較 多 管 道 取 得 不 同 CA 之認證，較為便民。
ID 管理及代理公司對股東憑證之 確認無唯一性
CA 與 CA 之間，CA 與資料處理 機構技術層次及複雜度提高。
方案三 自由競爭市場
服務性及便利性最強
管理不易
技術難度及複雜度最高。
附 錄 一 IOSCO 一 九 九 九 年 報 告 建 議
Key Recommendations
The key principles described above guide the following recommendations:
A. Application of Domestic Regulatory Requirements to Securities Activities on the Internet
◊ Offers and Advertisements
1. Regulators and SROs should provide guidance to alert market participants and markets as to how their existing registration, licensing and other regulatory requirements apply to offers and advertisements conducted on the Internet and alert them to the possibility that other jurisdictions likewise may impose other requirements.
2. Regulators should amend, or seek to have the relevant authorities or legislative bodies amend, specific requirements when appropriate to accommodate and ensure appropriate regulatory coverage of the Internet environment.
3. General antifraud provisions should apply to all offers and advertisements involving securities or financial services, regardless of the medium and regardless of whether a regulator or SRO is involved in approving the offer or advertisement.
4. Regulators and, where appropriate, SROs should strengthen surveillance of Internet advertising and offerings for unauthorized or fraudulent activities.
◊ Delivery of Disclosure Documents and Other Information
5. Regulators should ensure that issuers who use the Internet to communicate with and send offering material to shareholders and potential investors provide the same disclosure about their operations, financial condition and securities that would be provided in a paper-based medium, so that investors can evaluate the risk and value of investing in the issuer.
6. Regulators should provide guidance for the financial service industry on the use of the Internet to satisfy their obligation to deliver disclosure documents.
◊ In providing guidance, regulators should consider what constitutes delivery and the extent to which electronic delivery provides timely and adequate notice.
◊ In permitting the use of electronic delivery by the financial service industry, regulators should require that investor access to electronic communications be at least as good as that provided by paper delivery.
◊ Regulators should permit the financial service industry to deliver disclosure documents electronically when an investor has given an informed consent to this form of delivery.
◊ Voting in Meetings
7. Subject to investor protection and confidentiality concerns, regulators should explore the possibilities under their company laws to enable issuers, transfer agents, depositories and broker-dealers to make full use of the Internet for the dissemination of voting information and in the proxy voting process as one means to facilitate full participation by shareholders in annual and other meetings of shareholders.
◊ Communications and Customer Orders
8. Regulators should require that financial service providers continue to satisfy suitability and general conduct requirements when transacting business over the Internet.
9. Regulators should require that financial service providers ensure that their computer networks have sufficient operational integrity (security, reliability, capacity, backup systems and alternative means of communication) and that they have adequate personnel to handle Internet communications, including trading instructions.
10. Regulators should consider requiring financial service providers to develop
written procedures for the review of incoming and outgoing electronic correspondence between employees and the public relating to the financial service provider’s securities business.
11. Regulators should clarify if, and under what circumstances, the use of authentication technologies will be allowed and when manual signatures will be required.
◊ Recordkeeping
12. Recordkeeping requirements applicable to financial service providers should apply to Internet transactions. Regulators need to be satisfied that the key standards of recordkeeping can be met regardless of the technology used (e.g., that certain records be created and maintained; that these records are durable, cannot be altered and are available and accessible to the regulator).
13. Recordkeeping policies and requirements should address e-mail communications that relate to the securities business of a financial service provider.
B. Exercise of Regulatory Authority over Cross-Border Securities Activities on the Internet
14. Regulators should provide guidance on the circumstances under which they will exercise regulatory authority over Internet offers.
15. If an issuer’s or financial service provider’s offer or sales activities over the Internet occur within a regulator’s jurisdiction, or if the issuer’s or financial service provider’s offshore activities, in fact, have a significant effect upon residents or markets in the regulator’s jurisdiction, a regulator may impose its regulatory requirements (e.g., licensing and registration requirements) on such activities.
16. Regulators should examine the following factors in determining whether to assert regulatory authority over an offer of securities or financial services on the Internet.
Factors that may support the assertion of regulatory authority include:
◊ It is evident that information is targeted to residents of the regulator's jurisdiction.
◊ The issuer or financial service provider accepts purchases from or provides services to residents of the regulator's jurisdiction (unless made pursuant to an exemption or under circumstances that may exclude a public offering).
◊ The issuer or financial service provider uses e-mail or other media to
‘push” the information to residents of the regulator’s jurisdiction.
Factors that may support a decision not to assert regulatory authority include:
◊ The issuer or financial service provider clearly states to whom the Internet offer is directed, rather than appearing to extend the offer into any jurisdiction.
◊ The Web site contains a statement listing those jurisdictions in which the issuer or financial service provider has been (or has not been) authorized to offer or sell its securities or services.
◊ The issuer or financial service provider takes precautions that are reasonably designed to prevent sales to residents in the regulator’s jurisdiction.
C. Use of the Internet to Foster Investor Education and Transparency
17. Regulators and SROs should include use of the Internet in educating investors and providing guidance to the securities industry.
18. Regulators and SROs should educate investors about securities fraud on the Internet by providing information about possible fraudulent activities.
For example, regulators and SROs could use their Web sites to post warnings regarding false or misleading offerings or advertisements.
19. Regulators, SROs, and organized markets should consider using their Web
sites to provide current and potential investors with access to information about their organizations, including current laws, regulations, by-laws and governance procedures.
20. Regulators, SROs, and organized markets should facilitate investor access to corporate and market information by developing electronic databases for reports and legally required disclosure documents, and making the information publicly available on their Web sites.
D. Use of the Internet to Enhance Cooperation in Enforcement Matters
21. Regulators or other authorities in their jurisdictions should have the authority to gather and share information regarding activities that occur over the Internet that appear questionable or that have been prosecuted in their jurisdictions.
22. Regulators and SROs should strengthen surveillance of Internet activities by routinely monitoring for unauthorized or fraudulent activities.
23. Regulators and SROs should have staff sufficiently trained in current techniques for conducting surveillance on the Internet.
24. Regulators should assist one another by exchanging details about techniques for monitoring Internet advertising, offers of securities or financial services that may contain false or misleading information, and by sharing expertise with regulators who have limited experience in this area.
附 錄 二 美 國 德 拉 瓦 州 、 加 州 與 紐 約 州 電 子 投 票 之 規 定
壹 、 德 拉 瓦 州 公 司 法
§§
§§212. Voting rights of stockholders; proxies; limitations.
(a) Unless otherwise provided in the certificate of incorporation and subject to §213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.
(b)Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.
(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:
(1) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such person's signature to be affixed to such who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors,
such other persons making that determination shall specify the information upon which they relied.
(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
178. "Proxy" means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder's attorney in fact giving another person or persons power to vote with respect to the shares of such shareholder.
"Signed" for the purpose of this section means the placing of the shareholder's name or other authorization on the proxy (whether by manual signature, typewriting, telegraphic, or electronic transmission or otherwise) by the shareholder or the shareholder's attorney in fact. A proxy may be transmitted by an oral telephonic transmission if it is submitted with information from which it may be determined that the proxy was authorized by the shareholder, or his or her attorney in fact.
195. "Written" or "in writing" includes facsimile and telegraphic communication.
307. (a) Unless otherwise provided in the articles or (subject to paragraph (5) of subdivision (a) of Section 204) in the bylaws, all of the following apply:
(1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors.
(2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board.
Special meetings of the board shall be held upon four days' notice by mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board.
(3) Notice of a meeting need not be given to a director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. These waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
(5) Meetings of the board may be held at a place within or without the state that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the board.
(6) Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another.
Participation in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply:
(A) Each member participating in the meeting can communicate with all of the other members concurrently.
(B) Each member is provided the means of participating in all matters person entitled to participate in the board meeting.
(ii) All actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.
(7) A majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. The articles or bylaws may not provide that a quorum shall be less than one-third the authorized number of directors or less than two, whichever is larger, unless the authorized number of directors is one, in which case one director constitutes a quorum.
(8) An act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310 and subdivision (e) of Section 317. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that incorporators and action by those committees and incorporators, mutatis mutandis.
(d) This section shall remain in effect only until January 1, 2003, and as of that date is repealed, unless a later enacted statute, that is enacted before January 1, 2003, deletes or extends that date.
307. (a) Unless otherwise provided in the articles or (subject to paragraph (5) of subdivision (a) of Section 204) in the bylaws:
(1) Meetings of the board may be called by the chairperson of the board or the president or any vice president or the secretary or any two directors.
(2) Regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the bylaws or the board.
Special meetings of the board shall be held upon four days' notice by mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board.
(3) Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
(5) Meetings of the board may be held at any place within or without the state which has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the board.
(6) Members of the board may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another.
Participation in a meeting pursuant to this subdivision constitutes presence in person at such meeting.
(7) A majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. The articles or bylaws may not provide that a quorum shall be less than one-third the authorized number of directors or less than two, whichever is larger, unless the
authorized number of directors is one, in which case one director constitutes a quorum.
(8) Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310 and subdivision (e) of Section 317. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum incorporators and action by such committees and incorporators, mutatis mutandis.
(8) Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310 and subdivision (e) of Section 317. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum incorporators and action by such committees and incorporators, mutatis mutandis.