Teresa Huang and Jack Hsieh
The Financial Supervision Commission (FSC) announced that public companies should suspend the convening of shareholders’ meetings from May 24 to June 30, 2021. The meetings shall be postposed to the period from July 1 to August 31, 2021. As approved by the Central Epidemic Command Center (CECC), the FSC further announced that during the period from August 16 to August 31, not only may public companies hold physical shareholders’ meetings, public companies that meet the following conditions may conduct physical shareholders’ meetings with assistance of video conferencing.
| Companies must meet the conditions to the right | There is no election of directors or supervisors in such shareholders’ meeting. Or if the meeting does include an election of directors or supervisors, the number of candidates does not exceed the seats available. |
| There is no proposal of dismissing a director or supervisor in such meeting. | |
| If the company is neither listed nor traded over the counter, it must have outsourced its shareholder services to a professional shareholder services agency. | |
| Notices for Postponed Shareholders’ Meetings | Companies are now required to post the announcement as material information on the Market Observation Post System and to update the relevant information on the shareholders’ meeting pages of Market Observation Post System. |
| Implement Measures | Video Conference Platform:
Shareholder meetings should use Taiwan Depository and Clearing Corporation’s (TDCC) platform and follow its relevant guidelines on physical shareholders’ meetings with assistance of video conferencing. |
| Extemporary Motions and Motion Amendments:
Shareholders who wish to attend a shareholders’ meeting via videoconference should register with the companies in advance and agree to waive their votes on extemporary motions and amendments, as well as agreeing to not participating in the physical meeting. |
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| Video Conferencing for Shareholders Adopting Electronic Voting:
Shareholders who have already voted electronically may not participate via videoconference at shareholders’ meeting, but may still attend and speak at physical meeting. The companies shall provide channels for shareholders adopting electronic voting to raise related questions before the meeting and receive answers from the company. |
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| Maximum Number of People Allowed at the physical Shareholders’ Meeting Venue | Under COVID Level 3 Alert during the pandemic, the number of people allowed in physical shareholders’ meeting venues will be limited to less than 20 people in any indoor venue and less than 40 people at any outdoor venue. Companies must comply with the CECC’s pandemic prevention measures and related directions. |
The Taiwan Stock Exchange (TWSE), the Taipei Exchange (TPEx), and the TDCC have updated FAQ sections on their official websites. The relevant links are below:
● TWSE：Section for postponed shareholders’ meetings due to the pandemic
https://www.twse.com.tw/zh/page/listed/delay.html
● TPEx：Section for postponed shareholders’ meetings due to Covid
https://www.tpex.org.tw/storage/about_otc_news/2021/meeting.htm
● TDCC：Section for postponed shareholders’ meetings for public companies
https://www.tdcc.com.tw/portal/zh/page/show/40289796782a4190017a56f557fe0116
Other relevant information can be found in the FSC’s news draft on June 29, 2021: Public Companies are Allowed to Hold Physical Shareholders’ Meetings with Assistance of Video Conferencing to Support Pandemic Prevention Efforts and Facilitate the Smooth Holding of Shareholders’ Meetings. Link:
For relevant information on shareholders meetings for non-public companies, please refer to our firm’s “Notes for Shareholders Meetings During the Pandemic 2 – Non-Public Companies”