2018.3.29
Sean Tsou
The Financial Supervisory Commission promulgated Articles 5, 7 and 11 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies (hereinafter, the “Regulations”) and added Article 10-1 via the Jin-Guan-Zheng-Jiao-1070307079 Directive of March 29, 2018. The amendments are highlighted below:
1. Article 10-1 is added this time to take into account the following scenario first. 30 days before a general shareholders’ meeting is conducted or 15 days before a special shareholders’ meeting is conducted, a company will prepare a consolidated list of solicitation information about proxy solicitors and send an electronic copy of the list to the Securities and Futures Institute (hereinafter, the “SFI”) for disclosure or continuously publish the list in daily newspapers for two days. After that, shareholders may deliver their proxies to the solicitation sites entrusted by proxy solicitors to handle the solicitation matters on their behalf. To prevent the shareholders’ exercise of their voting rights from being affected when proxy solicitors fail to attend the shareholders’ meeting after they obtain proxies from the shareholders, a new provision is added to stipulate that after a company sends proxy solicitation information to the SFI or announces such information in daily newspapers pursuant to applicable requirements, the proxy solicitors shall attend the shareholders’ meeting based on the proxies. In addition, to prevent shareholders’ exercise of voting rights by way of proxy from being affected because proxy solicitors indicate or note in their written materials or advertisement that solicit proxies that the proxy solicitors are permitted not to attend the shareholders’ meeting, it is specifically stipulated that proxy solicitors shall not include any language indicating they are permitted not to attend the shareholders’ meeting in their written materials and advertisements that solicit proxies.
2. Articles 5 and 7 of the Regulations are amended to specifically stipulate that a proxy solicitor who has been penalized by the Financial Supervisory Commission for violation of the above Article 10-1 as added will not be allowed to serve as a proxy solicitor within three years after the penalty is imposed.
3. To maintain the fairness of proxy solicitation operation and prevent unfairness in the proxy solicitation (or proxy acquisition) operation among different shareholders as a result of the company’s distribution of souvenirs for the shareholders’ meeting, Article 11 is amended to stipulate that a company distributing souvenirs for a shareholders’ meeting to proxy solicitors shall follow the principle of fairness.