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TWSE urges TWSE listed companies to strengthen equal treatment of shareholders and protection of shareholder rights
As many annual general meetings (“AGMs”) are scheduled to take place soon, the TWSE is suggesting that TWSE listed companies follow the indicators of the Corporate Governance Evaluation and adopt good corporate governance practices in order to protect shareholder rights and ensure equal treatment of shareholders.
Take the aspect of "Protection of Shareholder Rights and Interests" in the 4th Corporate Governance Evaluation as an example. The TWSE recommends companies provide the agendas and supplemental materials at least 30 days prior to respective AGMs; to elect board directors or supervisors by nomination and, when an director or supervisor election takes place, make a detailed disclosure of the criteria and procedures of nomination on the Market Observation Post System； to adopt voting by poll and enter the voting results of the proposals into the Market Observation Post System on the same day of the AGM; and, in addition to having the chairman attend the AGM in person, to have more than 50% of the directors (including at least one independent director) and one or more supervisors, where available, attend the annual general meeting.
Regarding the aspect of "Equal Treatment of Shareholders", the TWSE recommends companies adopt electronic voting and upload annual reports at least 14 days prior to respective AGMs. In addition, the TWSE encourages companies to also provide annual reports, AGM notices, and AGM agendas and supplemental materials in English in order to enable foreign investors to exercise their rights as shareholders.
Corporate governance statistics show that as the Corporate Governance Evaluation attracts more attention, corporate governance practices in Taiwan have improved significantly. In 2016, a total of 627 TWSE listed companies have adopted voting by poll and in those companies, 562 companies have entered voting results of the proposals on the same day of the AGM into the Market Observation Post System. 475 companies have adopted electronic voting and it is expected that this number will increase to 724 in 2017. 424 companies elected board directors or supervisors by nomination, 32% higher than the number in 2015. The number of companies providing AGM notices, annual reports, or agendas in English is growing every year and is 264, 144, or 183, respectively, in 2016. The increase rate since 2015 is 98%, 35%, and 40%. Meanwhile, there is much improvement in the providing time of AGM materials. In 2016, annual reports filed by TWSE listed companies were provided earlier from an average of 16 days to 18 days before the AGM. Agendas were provided earlier on average 29 to 30 days in advance.
The TWSE says that the efforts made by the listed companies in Taiwan are fully reflected in improved corporate governance practices in the country as a whole and are now widely recognized. In the CG Watch 2016 compiled jointly by the Asian Corporate Governance Association and CLSA Limited, Taiwan ranks fourth among 11 Asian markets, following Singapore, Hong Kong, and Japan and is also the country with the greatest improvement. Furthermore, according to Bloomberg's latest ESG Disclosure scores which rated 13,234 companies in 24 countries or regions around the world on their disclosure in environmental, social and governance aspects and the scores are weighted based on market value, Taiwan ranks in second place (48.2), second only to France (51.2).
To help companies continuously improve their corporate governance practices, the TWSE Corporate Governance Center provides sample templates available to companies. The list includes a template of a simplified annual report in English updated on April 28, 2017. The document is available for download on the CG Center website （http://cgc.twse.com.tw/lawTWSE/listCh）. The evaluation task force has also compiled the examples and score guides for the 4th evaluation. The information is available for download on the SFI website (http://www.sfi.org.tw/finance/finance1/finance1_1).