Electronic Voting Platform, etc.
Information Flows on the Platform
The following explains the flow of information on the platform according to the "Conceptual Diagram of the Platform" shown above.
The first step is the flow of agenda information from the issuing company to the instructing authority. First, the issuing company registers the convocation notice information via TDnet. Upon receiving this information, the platform will classify agenda items based on codes for the predetermined classification for each agenda item of the general meeting, and post it on the platform's website along with the PDF file on the date of dispatch of the convocation notice. Parties that are authorized to issue voting instructions will be able to view this information directly.
The agenda information registered on the platform will be provided to the parties with the right of instruction as of the record date who have a contractual relationship with the nominee shareholders/standing proxies, but the original data, the account information (number of shares held, etc.) of the instructing parties, will be provided to the platform by the respective nominee shareholders/standing proxies.
Each party with the authority to give instructions will view the proposal information, examine its contents, and then instruct the platform system to vote for the proposal. The exercise information entered by each instructing party is fed back to the administrator of the shareholder register who is directly engaged in the counting of votes through the platform, and the information is fed back with the ID/PW of the nominee shareholder to whom each instructing party is reliant on (only as part of the exercise of voting rights by the nominee shareholder). The feedback will be given with the ID/PW of the nominee shareholder to whom each party with the authority to give instructions is reliant on.
Contractual Relationships, etc.
The platform is not operated on the basis of new laws or regulations. It is operated based on contracts between the parties involved.
(ICJ, the joint venture company that is running the platform, which will be introduced later, is the contracting party.)
- First, the issuing company is required to sign a contract with the platform to participate. Since voting through the platform is part of the electronic voting system under the Companies Act, participation on the platform means adoption of the electronic voting system.
- Nominee shareholders and standing proxies such as trust banks and custodian banks also sign a contract with the platform. This contract is an outsourcing of voting-related operations from the nominee shareholders and standing proxies to ICJ. Based on this agreement, the platform acts as an agent or assistant to the nominee shareholder in the exercise of voting rights. (Under the Companies Act, only shareholders registered in the shareholder register are entitled to exercise voting rights, and in the platform utilization scheme, it is the nominee shareholders who exercise their voting rights. The platform acts as an “agent” or “assistant” entrusted by the nominee shareholders and standing proxies, and can therefore work within the framework of the Companies Act.)
- Parties with the authority to give instructions will also be asked to enter into the contractual relationship as parties who actually use the platform system. Based on the contract with the nominee shareholder/standing proxy, the Terms and Conditions for Platform Use applicable to the instructing parties who are clients of the nominee shareholder/standing proxy will be established and must be followed.
System Safety
Most of the system connections between the administrator of the shareholder register, managing trust banks, and standing proxies and the platform are via leased lines or ISDN lines with limited dialing numbers, and the file transfer server in the US data center is connected to the file transfer server in the U.S. data center via an access point in the platform’s domestic data center. The data handled by the platform is kept strictly confidential. Since the data handled by the platform is highly confidential, applications and communication protocols with a high level of security are used to prevent content interception and tampering.
In addition, since extremely high fault tolerance is required, the core system and peripheral devices are constructed in a multiply-redundant configuration. Broadridge's data center, where the core system is located, is multiplexed with backup sites in remote locations, and is centrally managed with a thorough system monitoring system to ensure a quick response in the event of a large-scale disaster or failure.
Broadridge's data center has received a Tier 4 rating, the highest standard for availability, from The Uptime Institute, a U.S. professional evaluation organization, as proof of its extremely high level of reliability.
(The rating is given to data centers that meet the highest requirements from various perspectives, from the data center‘s location, building robustness, power supply routes, power capacity, UPS (uninterruptible power supply) deployment, and staffing, and has a probability of 99.995% or higher of continuous operation without system downtime for five years.)
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