English
1/ A shareholder or shareholders may propose to an
ordinary general meeting the appointment of a special
investigator who shall submit a report which
evaluates the effect on the company and shareholder
of specified activities of the company as well as the
appropriateness of such activities in light of good
business practice and the law; This proposal shall at
least indicate:
a) reason for the appointment of the special
investigator; and
b) scope of the investigation.
2/ A company or a person who renders services to the
company or is a member of a group to which the
company belongs may not be appointed as a special
investigator where due to such relation conflict of
interest is likely to arise.
3/ Where the ordinary general meeting has rejected the
proposal, shareholders representing one tenth of the
capital of the company may apply to the court; The
court shall order the ordinary general meeting of the
company to appoint a special investigator; Where the
company shows that the scope of the investigation as
requested would seriously jeopardize the interest of
the company or third parties, the court may amend the
scope of the investigation to avert such damage.
4/ The special investigator shall submit a written report
on the results of his investigation; The results of the
investigation shall be submitted to the ordinary
general meeting; Shareholders may take copies of the
report.
5/ The shareholders who have requested the investigation
shall cover the remuneration to be paid to the special
investigator; the company shall, however, refund the
shareholders who requested investigation where the
investigation reveals violation of law, memorandum
of association or administrative rules of the company.
6/ A proposal for an appointment of a special
investigator shall be submitted to the board of
directors of the company thirty days before the
convening of an ordinary general meeting.
