萬國法律事務所

Several Taiwan government departments intend to impose new actions to enhance corporate governance in Taiwan.

The Financial Supervisory Commission, for example, is considering adopting the following measures. First, FSC intends to lower the capital threshold for compulsory designation of the independent director from the current NT$ 50 billion to NT$ 5 billion. Second, the companies to be listed in the TWSE and GreTai Securities Market after July of 2011 will be required to set up Remuneration Committees. Third, the listed companies are encouraged to set up Audit Committees. Forth, the listed companies are required to disclose the remuneration of directors and supervisors if said company suffered deficit in the past year.

Moreover, the Executive Yuan is planning to amend Article 197-1 of the Company Act. The Executive Yuan proposes that if a director of the listed company pledges, during his term, over 50% of the number of the shares held by him at the time when he is elected as the director, the voting rights of such shares shall be restricted. The proposal also authorizes FSC to announce the enforcement rules of said provision.

In addition, the Ministry of Economic Affairs, Executive Yuan announced that it will require the listed company with certain capital/shareholders scale to comply with 177-1 of the Company Act and accept the voting power at a shareholders' meeting to be exercised by way of electronic transmission.