Director of Commerce Donna Owens announced today that the Department of Commerce's Division of Securities has received legal advice authorizing the shareholders of Ohio corporations to vote by proxy via an electronic computer transmission, or "e-mail."

"An increasing number of public companies wish to make voting by e-mail available to their shareholders," said Owens. "In addition, permitting on-line voting gives shareholders another avenue for participation."

The legal advice regarding electronic voting by proxy, or "e-proxies," came in response to a inquiry by Securities Commissioner Thomas Geyer to the Ohio Attorney General's Office. The system of voting by proxy allows a shareholder to vote on corporate matters without actually attending the meeting of the shareholders. Specifically, the response from the Attorney General's Office concludes that voting by proxy via e-mail is permitted for Ohio corporations under Ohio Revised Code section 1701.48, provided that appropriate security measures, such as PIN numbers, are put in place. The response also concludes that "e-proxies" are permitted in shareholder meetings held pursuant to O.R.C. 1707.831 to vote on certain takeover proposals. Further, it concludes that the availability of voting by proxy via e-mail must be disclosed in takeover transactions that fall under the Ohio Control Bid Statute, O.R.C. 1707.041.

Commissioner Geyer stated "This legal advice allows the Division of Securities to provide guidance to those Ohio corporations that wish to take advantage of developing technology for purposes of communicating with their shareholders."

Director Owens stated that resolution of the "e-proxies" issue is "another step in the Department of Commerce's continuing effort to ensure that the Internet is a useful and trustworthy medium for both industry and consumers."

The Department is currently overhauling its web pages at www.state.oh.us/commerce. The pages contain information for both industry professionals and consumers. Highlights of the approaches that various Commerce Divisions take to the Internet include:

• The Division of Unclaimed Funds web page, which features an interactive component that allows consumers to electronically check to see if they are entitled to unclaimed funds;

• The Division of Liquor Control web page, which contains an index of liquor permit holders in the State and soon will be upgraded to allow certain permit holder to renew permits electronically;

• The Division of Securities web page, which contains information and legal resources for securities practitioners and securities investors, and allows for the interactive filing of customer complaints electronically. In addition, the Division of Securities was one of the first securities regulators to establish a program to actively monitor the Internet to ensure that securities offerings available to Ohio residents are in compliance with Ohio law.

• In addition to its web page, the Division of Real Estate monitors the Internet to ensure that real estate advertisements are in compliance with applicable laws, and was one of the first regulatory agencies to charge licensees with improprieties in connection with advertising over the Internet.

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