萬國法律事務所

Under the current Taiwan laws/regulations, a listed or OTC-traded company can easily retrieve the shareholder services from its authorized third party and handle such services itself whenever the re-election of new directors and supervisor is critical to control the business operational right of such company.

In order to correct this situation, the governing authority, the Financial Supervisory Commission (FSC), has announced amendments to the Regulations Governing the Administration of Shareholder Services of Public Companies. The amendment points are summarized as below:

1. If a listed or OTC-traded company intends to retrieve responsibility for the shareholder services from the authorized third party and handle such services itself, this proposal must be agreed to at the shareholders’ meeting and be approved by the Taiwan Depository and Clearing Corporation.

2. If a listed or OTC-traded company handles the shareholder services itself, its shareholders who have continuously held three percent of the total number of the outstanding shares of the company for a period of one year or longer are entitled to request the Taiwan Depository and Clearing Corporation to require the company to authorize a third party to handle the shareholder services so that the company itself does not handle such services, if the shareholders believe that their interests will be impaired if the company handles the shareholder service itself.

3. Any voting matters made by electronic transmission shall be handled by an authorized third party. In addition, in order to retain its independence and neutrality, such authorized third party cannot serve as a proxy solicitor, proxy agent or handle proxy solicitation matters on the company’s behalf.