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Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies(2004.12.30) |
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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 proxy agent. 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 for one year or more has continuously held issued shares of a company in conformance with one of the following conditions may mandate a trust enterprise or agent for stock affairs to act as the solicitor, and the number of shares to be represented by it shall not be subject to the restriction under Article 20:
1. Has held 10 percent or more of the total number of issued shares of the company.
2. Has held 8 percent or more of the total number of issued shares of the company and, when election of directors or supervisors is on the shareholders meeting agenda, one of the candidates it intends to support meets the qualifications for independent director or supervisor.
3. Where the consolidated number of shares of the shareholders sharing the same opinion on a proposal in a shareholders meeting meets the number of shares required to be held under the preceding two subparagraphs, such shareholders may jointly make a mandate.
A trust enterprise or agent for stock affairs, under any of the following circumstances, when election of directors or supervisors is on the shareholders meeting agenda, shall not act as a solicitor for a shareholder under the preceding paragraph:
1. where it is itself an agent for stock affairs of the public company calling the shareholders meeting.
2. where it is itself a subsidiary of the financial holding company calling the shareholders meeting.
“Subsidiary” in subparagraph 2 of the preceding paragraph means a subsidiary as defined in Article 4 of the Financial Holding Company Act.
A shareholder under paragraph 1 or the responsible person thereof to which any of the circumstances specified in Paragraph 2 of the preceding article applies shall not mandate a trust enterprise or agent for stock affairs to act as the solicitor.
After a shareholder mandates a trust enterprise or agent for stock affairs 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 mandating 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 7
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Forty days prior to a regular shareholders meeting or 23 days prior to a special shareholders meeting, a solicitor shall submit the Information Regarding the Solicitation of Proxies for Attendance at the Shareholders Meeting, certificate of shareholding, and the final draft of the Literature and Advertisements to Be Published to the company whose proxies are being solicited, with a copy to the SFI. Thirty days before the convening of the regular shareholders meeting or 15 days before the convening of a special shareholders’ meeting, the company shall compile the Solicitor Solicitation Information and transmit it in an electronic file for disclosure by the SFI or publicly announce it in a daily newspaper(s) for two consecutive days.
If any change in the agenda of the shareholders meeting occurs from the date of expiry of the period for submission by the solicitor of the solicitation information pursuant to the preceding paragraph to the date of mailing of the shareholders meeting notice, the company shall immediately notify the solicitor with a copy to the SFI, and shall prepare an electronic file of the solicitation information as revised by the solicitor on the basis of the changed agenda and transmit it to the SFI for disclosure.
If any election of directors or supervisors is on the agenda of the shareholders meeting, the company, in addition to complying with the two preceding paragraphs, shall compile a list of the solicitors and send it to the shareholders along with the notice of the shareholders meeting at the time that the notice is mailed or transmitted electronically to them.
Where the company transmits the Solicitor Solicitation Information in paragraph 1 and paragraph 2 to the SFI in electronic file format, it shall specify in the shareholders meeting notice the date of transmission, the uniform resource locator (URL) of the SFI's website, and basic instructions for accessing the information on-line. Where the company publicly announces the information in a daily newspaper, it shall specify in the shareholders meeting notice the dates of publication and the name of the newspaper.
A solicitor or the person mandated by it to handle solicitation matters shall not mandate the company whose proxies are being solicited to mail the solicitation letter or solicitation information to shareholders.
No solicitation shall be allowed unless a solicitor has submitted to the company whose proxies are being solicited the written proxy solicitation documentation within the time limit provided in Paragraph 1 above.
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Article 12
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A solicitor shall compile an itemized statement of the solicited proxies and deliver the same to the company or its agent for stock affairs five days before the date of the shareholders meeting. On the day of the shareholders meeting, the company or its agent for stock affairs shall compile a statistical statement of the number of shares obtained by the solicitor through solicitation and transmit it to the SFI in electronic file format, and shall make an express disclosure of the same at the site of the shareholders meeting.
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Article 13
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Except under the circumstances set forth in Article 14, a proxy agent of non-solicited proxies shall not accept the mandate of more than 30 persons. A proxy agent who accepts the mandate of three or more shareholders shall submit an itemized statement of the declarations and proxies together with the signed or sealed proxies to the company or its agent for stock affairs five days before the date of a shareholders meeting.
The declaration referred to in the preceding Paragraph shall state that the proxies designating the proxy agent were not solicited on the behalf of itself or another person.
On the day of a shareholders meeting, the public company or its agent for stock affairs shall compile a statistical statement of the number of shares represented by the proxy agent pursuant to Paragraph 1 and transmit it to the SFI in electronic file format, and shall make an express disclosure of the same at the site of the shareholders meeting.
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Article 14
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An agent for stock affairs may, by mandate of the public company, act as the proxy 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 shares.
A public company may mandate an agent for stock affairs to act as the proxy agent of shareholders only when the election of directors and supervisors has not been proposed in the relevant shareholders meeting. Matters regarding the mandate shall be stated in the instructions in the proxies of the shareholders meeting concerned.
An agent for stock affairs mandated to act as the proxy 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 Proxy Agent comprising the details of proxy attendance at the shareholders meeting, the status of exercise of voting rights under the proxy, copy of the contract, and other matters as required by the Financial Supervisory Commission (FSC) of the Executive Yuan, and keep the Compilation Report available at the agent for stock affairs.
An agent for stock affairs mandated to act as the proxy agent of proxies under paragraph 1 may accept shareholder proxies 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 20
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Unless otherwise provided in these Regulations, the shares represented by a solicitor shall not exceed 3 percent of the total number of issued shares of the company.
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Article 21
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The shares represented by a proxy agent accepting the mandate of more than 3 shareholders referred to in Paragraph 1 of Article 13 shall, in addition to not being more than 4 times the number of shares held by it, also not exceed 3 percent of the total number of issued shares of the company. If the proxy agent referred to in the preceding Paragraph also solicits proxies, the aggregate number of shares represented by it shall not be more than that provided in Article 20.
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Article 23-1
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The format of forms referred to in these Regulations shall be publicly announced by the FSC.
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