| Title： |
Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies(2012.03.07) |
| Date： |
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Article 7
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A TWSE/GTSM listed company shall encourage its shareholders to actively participate in its corporate governance and hold shareholders meetings on the premise of legal, effective and safe proceedings. A TWSE/GTSM listed company shall seek all ways and means, including fully exploiting technologies for information disclosure, so as to enhance the attendance rate of shareholders at the shareholders meeting and ensure the exercise of shareholders??rights by shareholders at the shareholders meeting in accordance with laws.
A TWSE/GTSM listed company that employs electronic voting at a shareholders meeting is advised to adopt the candidate nomination system for elections of directors and supervisors, and to avoid raising of extraordinary motions and amendments to original proposals.
TWSE/GTSM listed companies are advised to arrange for their shareholders to vote by poll on the proposals included in the shareholders meeting agenda one by one and enter the voting results, namely the numbers of votes cast "For" and "Against" and the number of "Abstentions," for each proposal, after the shareholders meeting on the same day that it is held, into the Internet information reporting system designated by the TWSE.
If the company distributes souvenirs at its shareholders meeting, it shall not practice differential treatment or discrimination.
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Article 21
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A TWSE/GTSM listed company shall establish a fair, just, and open procedure for the election of directors, and shall adopt the cumulative voting mechanism pursuant to the Company Act in order to fully reflect shareholders' views.
Unless otherwise the competent authority grants an approval, a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors of a TWSE/GTSM listed company.
Where the number of directors falls below five due to the release of director(s) for any reason, the company shall hold a by-election for director at the next following shareholders meeting. Where the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for director(s).
The aggregate shareholding percentage of all of the directors of a TWSE/GTSM listed company shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed.
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Article 22
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A TWSE/GTSM listed company is advised to specify in its Articles of Incorporation that it adopts the candidate nomination system for elections of directors pursuant to the Company Act, and to review in advance the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to the director candidates recommended by shareholders or directors, and to provide the results of the review to shareholders for their reference, so that qualified directors will be elected.
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Article 41
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A TWSE/GTSM listed company shall stipulate a fair, just, and open procedure for the election of supervisors, and shall adopt the cumulative voting mechanism pursuant to the Company Act to fully reflect the opinions of the shareholders.
A TWSE/GTSM listed company shall take into consideration the needs for overall business operation and comply with the rules of the TWSE or GTSM in setting the minimum number of supervisors.
The aggregate shareholding percentage of all of the supervisors of a TWSE/GTSM listed company shall comply with the laws and regulations. Restrictions on the share transfer of each supervisor and the creation, release, or other changes of any pledges over the shares held by each supervisor shall comply with the relevant laws and regulations, and the relevant information shall be fully disclosed.
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Article 42
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A TWSE/GTSM listed company is advised to specify in its Articles of Incorporation that it adopts the candidate nomination system for elections of supervisors pursuant to the Company Act, and to review in advance the qualifications, education, working experience, background and the existence of any other matters set forth in Article 30 of the Company Act with respect to the supervisor candidates recommended by the shareholders or directors, and to provide the results of the review to the shareholders for their reference, so that qualified supervisors will be elected.
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