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Rules Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies(2003.05.15) |
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Article 2
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The format and content of proxies to be used for attendance of a shareholders meeting of a public company shall include instructions for filling out the form, the matters entrusted by the shareholder under the proxy, and the basic information of the shareholder, solicitor, and consigned agent (Schedule 1). The form shall be attached to the notice of shareholders meeting mailed or transmitted as an electronic document to the shareholders.
Proxy forms to be used for attendance of a shareholders meeting of a public company shall be limited to those printed and issued by the company.
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Article 6
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A shareholder who has continuously held 10% or more of the total issued and outstanding shares of a company for more than 1 year may consign a trust enterprise to act as the solicitor, and the number of shares to be represented by it shall not be subject to the restriction under Paragraph 1 of Article 20.
Where the consolidated number of shares of the shareholders sharing the same opinion on a proposal in a shareholders meeting meets the shareholding requirement referred to in the preceding Paragraph, such shareholders may jointly make a consignment.
A shareholder under the preceding two paragraphs or the responsible person thereof to which any of the circumstances specified in Paragraph 2 of the preceding article applies shall not consign a trust enterprise to act as the solicitor. After a shareholder consigns a trust enterprise to act as the solicitor, no further solicitation shall be made by such shareholder.
Where there is a proposal for election of directors or supervisors in a shareholders meeting, at least one of the shareholders consigning solicitation referred to in Paragraphs 1 and 2 above shall be the candidate for the directorship or supervisorship; provided this restriction shall not apply if the candidate supported meets the qualifications for independent director or supervisor.
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Article 14
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An agent for stock affairs may, through the consignment of the public company, act as the consigned agent of the shareholders of the public company. The shares represented by the agent shall not be subject to the limitation of 3% of the total number of issued and outstanding shares.
A public company may consign an agent for stock affairs to act as the consigned agent of shareholders only when the election of directors and supervisors has not been proposed in the relevant shareholders meeting. Matters regarding the consignment shall be stated in the instructions in the proxies of the shareholders meeting concerned.
An agent for stock affairs mandated to act as the consigned agent of proxies shall not accept the full authorization of shareholders, and shall, within five days of the close of each shareholders meeting of the public company, prepare a Compilation Report of Shareholders Meeting Attendance by a Consigned Agent comprising the details of consigned attendance at the shareholders meeting, the status of exercise of voting rights under the consignment (Schedule 9), copy of the contract, and other matters as required by the Securities and Futures Commission (SFC) of the Ministry of Finance, and keep the Compilation Report available at the agent for stock affairs.
An agent for stock affairs mandated to act as the consigned agent of proxies under paragraph 1 may accept shareholder consignments via the Internet or telephone voice system, and shall verify the identity of the shareholders.
An agent for stock affairs shall handle the business referred to in Paragraph 1 above impartially and independently.
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Article 14-1
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Where a shareholder separately consigns an agent for stock affairs under the preceding paragraph via the Internet or telephone voice system to attend the shareholders meeting as its proxy, the consignment exercised last shall control.
Where a shareholder separately consigns an agent for stock affairs under the preceding paragraph via the Internet, telephone voice system, or in writing to attend the shareholders meeting as its proxy, the written proxy shall control.
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Article 17
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Where a securities investment trust fund holds 100,000 or more shares of stocks of a public company, the securities investment trust enterprise ("SITE") shall appoint a representative to attend the meeting to exercise the voting rights; provided, this restriction shall not apply where an agent for stock affairs is consigned to exercise the rights in accordance with Article 14, paragraph 4, or where otherwise provided by laws and regulations.
When a SITE exercises the voting right referred to in the preceding Paragraph, it shall, for the utmost interest of the beneficiary certificate holders, support the motion or the candidates for directorship or supervisorship proposed by the board of directors of the company which has complied with the shareholding requirements under Article 26 of the Law. However, if the management of the public company engages in unsound operation which may damage the rights and interests of the company or shareholders, the resolution of the board of directors of the SITE concerned shall be followed.
In the case of a foreign institutional investor investing in Taiwan in accordance with the Regulations Governing Securities Investment by Overseas Chinese and Foreign Nationals and holding 100,000 or more shares of the stocks of a public company or 100,000 or more shares of overseas convertible corporate bonds which have been converted into shares, a domestic representative or agent appointed pursuant to the said regulations shall attend the meeting and exercise the voting right; provided, this restriction shall not apply where an agent for stock affairs is consigned to exercise the rights in accordance with Article 14, paragraph 4, or where otherwise provided by laws and regulations.
The provisions in Paragraph 1 above shall apply mutatis mutandis when a securities firm exercises the right of vote of the shares held by it.
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Article 22
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If the use of proxies has any of the following conditions, the represented votes shall not be counted:
1. Where the proxy form is not printed by the company;
2. Where the solicited proxies delivered to the company are obtained through transfer;
3. Where conditions in Articles 5 or 6 are violated;
4. Where proxies are obtained in violation of Article 11, Paragraph 1;
5. Where there is false statement in the declaration issued in accordance with Article 13;
6. Where Paragraph 1 of Article 10, Paragraph 1 of Article 13, Article 14, Paragraph 1 of Article 16, and/or Paragraph 2 of Article 19 is violated;
7. Where the shares represented by a solicitor or consigned agent exceed the limit provided in Article 20 and Article 21, the portion in excess shall not be counted; or
8. Where the solicitor's voting is inconsistent with the contents stated in the literature and advertisement or the contents of consignment of the consigning principal.
9. Any other solicitation of proxies in violation of these Rules
In case of any of the events referred to in the preceding Paragraph, the public company may refuse to distribute the voting slips of each motion in the shareholders meeting concerned.
If any vote is not counted pursuant to Paragraph 1 above, the public company shall conduct a re-count.
Proxies and documents and forms/statements and information in electronic media prepared in accordance with these Rules shall be kept for at least one year. However, if a shareholder institutes a suit under Article 189 of the Company Law, they shall be kept until the conclusion of the litigation.
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