(a) Annual reports to stockholders. A subsidiary holding company
not wholly-owned by a holding company shall, within 130 days after
the end of its fiscal year, mail to each of its stockholders entitled
to vote at its annual meeting an annual report containing financial
statements that satisfy the requirements of rule 14a-3 under the Securities
Exchange Act of 1934. (17 CFR 240.14a-3). Concurrently with such mailing
a certification of such mailing signed by the chairman of the board,
the president or a vice president of the subsidiary holding company,
together with a copy of the report, shall be transmitted by the subsidiary
holding company to the appropriate Reserve Bank.
(b) Books and records.
(1) Each subsidiary holding
company shall keep correct and complete books and records of account;
shall keep minutes of the proceedings of its stockholders, board of
directors, and committees of directors; and shall keep at its home
office or at the office of its transfer agent or registrar, a record
of its stockholders, giving the names and addresses of all stockholders,
and the number, class and series, if any, of the shares held by each.
(2) Any stockholder or
group of stockholders of a subsidiary holding company, holding of
record the number of voting shares of such subsidiary holding company
specified below, upon making written demand stating a proper purpose,
shall have the right to examine, in person or by agent or attorney,
at any reasonable time or times, nonconfidential portions of its books
and records of account, minutes and record of stockholders and to
make extracts therefrom. Such right of examination is limited to a
stockholder or group of stockholders holding of record:
(i) Voting
shares having a cost of not less than $100,000 or constituting not
less than one percent of the total outstanding voting shares, provided
in either case such stockholder or group of stockholders have held
of record such voting shares for a period of at least six months before
making such written demand, or
(ii) Not less than five percent of the
total outstanding voting shares.
No stockholder or group of stockholders
of a subsidiary holding company shall have any other right under this
section or common law to examine its books and records of account,
minutes and record of stockholders, except as provided in its bylaws
with respect to inspection of a list of stockholders.
(3) The right to examination authorized
by paragraph (b)(2) of this section and the right to inspect the list
of stockholders provided by a subsidiary holding company’s bylaws
may be denied to any stockholder or group of stockholders upon the
refusal of any such stockholder or group of stockholders to furnish
such subsidiary holding company, its transfer agent or registrar an
affidavit that such examination or inspection is not desired for any
purpose which is in the interest of a business or object other than
the business of the subsidiary holding company, that such stockholder
has not within the five years preceding the date of the affidavit
sold or offered for sale, and does not now intend to sell or offer
for sale, any list of stockholders of the subsidiary holding company
or of any other corporation, and that such stockholder has not within
said five-year period aided or abetted any other person in procuring
any list of stockholders for purposes of selling or offering for sale
such list.
(4) Notwithstanding
any provision of this section or common law, no stockholder or group
of stockholders shall have the right to obtain, inspect or copy any
portion of any books or records of a subsidiary holding company containing:
(i) A list of depositors in or borrowers from such subsidiary holding
company;
(ii) Their
addresses;
(iii)
Individual deposit or loan balances or records; or
(iv) Any data from which such information
could be reasonably constructed.
