"A: We discussed the results of the decision (in rehearing, M.A.) Or for the reasons that the institutions that objected, what were the reasons for this?
Q: Yes, it's listed, the general assembly objection, besides?
A: We did not see fit to make excuses.
Q: No, I asked if you had examined other conditions, that's what I'm asking.
A: The main thing we examined was that we wanted to understand why some of the institutional investors objected, and as soon as we realized that there were no specific reasons or that their decision to object was due to the fact that it was an exclusion from our compensation committee, so as far as we were concerned, there was no need to explain beyond what had already been explained."
It also noted that no new reasons were examined (p. 483, paras. 12-16 of the transcript):
Q: Didn't you think you needed new explanations?
A: Right.
Q: And that's why you didn't look for new reasons either.
A: Right, we didn't see a need. We thought that what they gave on Day 1 (on the first day, M.A.), were sufficiently comprehensive arguments and that there was no need to add to them, certainly under the existing circumstances."
In light of the above, I find that there is a concern that there was no proper rehearing and that the Applicant's request should be granted.
- With regard to a condition in the law according to which there is a requirement to examine the objection of the general meeting, there is concern that the position of the general assembly has not received sufficient attention. First of all, it should be noted As mentioned that the objection to the decision to grant a grant to the CEO was not by a large majority, since about 58.76% of the shareholders with no personal interest opposed the grant (Appendix 3 to the application). In the position of the Attorney General in the related cases, it was noted that the rate of opponents of the decision should be taken into account as a consideration for the purpose of in-depth re-examination of the decision, and therefore also has implications for the manner of reasoning, even if the remuneration deviated from the remuneration policy (Matter Electra, paragraph 38):
"The objection of the general assembly is a central consideration that must be examined in the framework of the rehearing. There is room to relate to the rate of opponents, the higher their rate, the weaker the justification for overcoming the decision of the General Assembly; And where there is a controlling shareholder, the position of the minority shareholders should be examined mainly... There is room to examine whether the proposed remuneration is in deviation from the company's remuneration policy... The more significant the deviation from the position of the General Assembly or the remuneration policy, the clearer justification is required in order to overcome the decision of the General Assembly" (emphases added, M.A.).