To protect the right to nominate directors and supervisors and propose motions by minority shareholders, and to improve information transparency of companies whose stocks are traded on the TWSE for the sake of improving corporate governance in the capital market, the Taiwan Stock Exchange (TWSE) is announcing the revised “Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds” on January 6, 2015. The revised rules require that, when companies whose stocks are traded on the TWSE processes the nomination of directors and supervisors and the proposal of motions by shareholders of companies whose stocks are traded on the TWSE, these companies should announce the details that should be declared, such as the standard of review, process procedures, the list of nominees, the list of candidates, the reason why nominees are not included in the list of candidates, the contents of motions proposed by shareholders, the outcome of review of motions by the board, the reason why a motion is not listed in the agenda, and the resolution on a motion.
The TWSE states that, when companies whose stocks are traded on the TWSE perform the procedures for the nomination of directors and supervisors as they are about to convene shareholders’ meetings, and when these companies process the nomination and announcement, these companies should clearly state the information that should be provided and the substantive requirements in “the information that should be provided by nominees,” such as the master copy, carbon copy, or photocopy of diplomas. If, in the duration when companies whose stocks are traded on the TWSE perform these procedures, these companies have the conditions of new announcements for added information that should be provided, these companies must give at least seven days to shareholders making the nomination to prepare the information so that they can avoid doing things in haste and forcing shareholders who nominate to be unable to provide the information within the time allowed and thereby damaging the rights of shareholders in making nominations. The TWSE also adds requirements that demand companies to announce the list of nominees within two days after the cut-off of processing duration. Subsequently, these companies have to announce the outcome of board review and announce the substantive reason why nominees are not in the list of candidates along with the outcome of board review.
Additionally, when companies whose stocks are traded on the TWSE processes the proposal of motions by shareholders for shareholders’ annual meetings, the TWSE adds a new requirement that companies must announce the content of the motion within two days after the cut-off of processing duration. TWSE listed companies must subsequently announce the substantive reasons why the motions from shareholders that are reviewed by the board cannot be listed in the agenda.