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Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies(2013.04.11) |
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Article 1
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These Regulations are prescribed in accordance with Article 25-1 of the Securities and Exchange Act (hereinafter referred to as the "Act".)
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Article 7
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Thirty-eight days prior to a regular shareholders meeting or 23 days prior to a special shareholders meeting, a solicitor shall deliver to the company, with a copy to the Securities and Futures Institute (SFI), the Information Regarding the Solicitation of Proxies for Attendance at the Shareholders Meeting, certificate of shareholding, the documents submitted to and recorded by the Financial Supervisory Commission (FSC) containing the qualifications of the company mandated to handle solicitation matters, and the final draft of the Literature and Advertisements to Be Published. 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 a summary statement of 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, it shall compile a list of the solicitors and the management philosophies of the candidate(s) supported in the literature and advertisements for solicitation of proxies, 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 company 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 8
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The literature and advertisement for solicitation of proxies shall contain the following particulars:
- Express indication item by item as to whether the proposals to be decided in the shareholders meeting are concurred or not; where a proposal concerns the interest of the soliciting shareholder, an explanation shall be given.
- If there is a disagreement to any of the proposals to be decided in the shareholders meeting, the reasons for the disagreement in connection with the contents of relevant information shall be provided.
- In connection with statements of proposals for election of directors or supervisors:
- purpose for soliciting proxies.
- name of the candidate(s) to be supported, shareholders account number, type and number of shares of the company held, current position, academic qualifications, principal experience in last 3 years, management philosophy of the director candidate(s) to be supported, and business transactions with the company; in the case of a juristic person, the information of the responsible person and the resume of the representative to be appointed shall be filled in.
- The solicitor shall state whether the situation of holding shares in the name of another person under Article 2 of the Enforcement Rules of the Act exists between the solicitor and the candidate to be supported.
- Whether the proprietary shareholding of a solicitor under Article 5 and a mandating shareholder under Article 6, paragraph 1 support the candidate specified in the literature and advertisement for solicitation of proxies.
- Solicitor's name, shareholder's account number, types and number of shares of the company held, status of any shares it holds in the company that are under pledge or were purchased on margin, place of solicitation, telephone number, and method for delivery of proxies. In the case of a juristic person, the uniform invoice number of the company or business, its responsible person's name, types and number of shares of the company held, and status of any shares it holds in the company that are under pledge or were purchased on margin shall also be stated.
- Name, address, and telephone number of the company mandated by the solicitor to handle solicitation matters.
- After obtaining proxies by solicitation, the solicitor shall attend the shareholders meeting as mandated by the shareholders; a solicitor who violates this provision with resulting harm to a mandating shareholder shall be liable for damages under the provisions of the Civil Code regarding mandate.
- Other matters to be disclosed according to relevant requirements.
A solicitor or the company mandated to handle matters regarding solicitation shall not solicit proxies outside the place of solicitation, and the contents of the literature and advertisement referred to in the preceding paragraph shall be expressly disclosed in the place of solicitation.
The management philosophy of the director candidate(s) to be supported referred to in paragraph 1, subparagraph 3, item 2 shall be limited to 200 words; if it exceeds 200 words or the solicitor fails to specify the particulars required to be specified in the literature and advertisements for solicitation of proxies under paragraph 1, the company shall refuse to process the solicitation materials of the solicitor.
Where there is a proposal for election of directors or supervisors on the agenda of the shareholders meeting, the director or supervisor candidate(s) to be supported by the solicitor may not exceed the number of directors or supervisors to be elected according to that shareholders meeting proposal or the articles of incorporation of the company.
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Article 10
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The mandating party shall personally sign or seal the proxies, and the mandating party shall personally fill in the name of the solicitor or the proxy agent in the proxies; provided that in the case of a trust enterprise or shareholder services agent acting as the solicitor and a shareholder services agent mandated to act as the proxy agent of the proxies, seals may be affixed on the proxies instead.
A solicitor shall sign or seal the solicited proxies and shall not transfer such proxies to another person for use.
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Article 13-1
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When a company shareholders meeting is called, the proxies shall be tallied and verified by the company's shareholder services agent or another shareholder services agent before the shareholders meeting is convened. However, if the company handles its own shareholder services, the company may carry out the tallying and verification itself. The company shall state the tallying and verification institution in the shareholders meeting notice. When the institution is changed, the company shall immediately publicize the new institution on the Market Observation Post System (MOPS).
The content of the verification referred to in the preceding paragraph shall be as follows:
- Whether the proxy is printed by the company.
- Whether the shareholder has signed or sealed it.
- Whether the name of the solicitor or proxy agent is provided, and whether it is correct.
The tallying and verification referred to in paragraph 1 shall be carried out in accordance with laws and regulations and the provisions related to proxy tallying and verification procedures in its internal control system; the aforementioned procedures shall be prescribed in accordance with the provisions related to proxy tallying and verification procedures in the Rules Establishing Standards for the Internal Control Systems of Shareholder Service Units prescribed by the FSC or an FSC-designated institution.
The FSC or an FSC-designated institution may at any time inspect the tallying and verification of proxies. The company or the entity carrying out the tallying and verification may not refuse.
If a company that handles its own shareholder services, or a shareholder services agent, violates paragraph 3 and has been issued an official reprimand or penalized by the FSC, it may not continue to handle its own shareholder services or to handle the shareholder services for the company with which the violation was connected.
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Article 23-2
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These Regulations shall apply mutatis mutandis to any primary exchange-listed (or OTC-listed) company or emerging stock company as defined in Article 3 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers.
If no book closure period is provided for the stock of a primary exchange-listed (or OTC-listed) company or emerging stock company under the laws and regulations of its country of registration, when the company calls a shareholders meeting, for the calculation of the number of shares held by a proxy solicitor or by a shareholder mandating proxy solicitation pursuant to Article 5 or 6, the calculation may be based on the number of shares recorded in the shareholders register, or in the documentation of deposit in the centralized securities depository enterprise, on the record date of that shareholders meeting.
If a primary exchange-listed (or OTC-listed) company or emerging stock company, under the laws and regulations of its country of registration, is unable to deliver the shareholders meeting notice by 30 days before the holding of the shareholders meeting, the proxy solicitor shall, by 8 days before the latest day for delivery of the shareholders meeting notice under the rules of the Taiwan Stock Exchange or GreTai Securities Market, deliver to the company, with a copy to the SFI, the Solicitor Solicitation Information specified in Article 7, paragraph 1. Before the latest day for delivery of the shareholders meeting notice, the company shall compile a summary statement of the Solicitor Solicitation Information and transmit it to the SFI.
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Article 24
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These Regulations shall take force as of the date of issuance , except Article 7-1 amended and issued on 15 December 2005, which shall take force from 1 January 2006. Articles 5 and 6 amended and issued on 20 December 2006 shall take force from 1January 2008. Article 13-1 amended and issued on 11 April 2013 shall take force from 1 July 2013.
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