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The busy season of shareholders’ meetings is upon us, and investors are advised to be aware of their own interests

Publish time:2015-03-20

The Taiwan Stock Exchange (TWSE) says that TWSE listed companies are require to release and declare the financial reports for the previous year before the end of March every year. Based on the statistics of the TWSE, in this year (2015), forty Taiwanese companies listed on the TWSE released and declared their financial reports from the previous year before the end of February, well in advance of deadline. Compared to the twenty-five companies that did so in the previous year (2014), the growth rate is over 60%. TWSE listed companies that voluntarily adopted electronic voting increased from only six companies last year to 38 this year. This number is an increase of more than six times. This shows that more and more TWSE listed companies voluntarily adopted corporate governance measures beyond what the law calls for. Releasing financial reports ahead of schedule and voluntarily offering another method of exercising voting rights are outstanding examples of protecting the interests of shareholders.

In light of the busy season of annual shareholders’ meetings, the TWSE issued official letters to all TWSE listed companies to remind them of providing information in English in addition to information in Chinese, paying attention to the rights of shareholders to initiate proposals and to nominate director candidates, and adopting poll voting and electronic voting at shareholders meetings. By doing so, they can protect shareholder interests, treat shareholders equally, make shareholders more willing to participate in shareholders’ meetings, and improve the quality of shareholders’ meetings. The TWSE is also reminding investors to pay more attention to the financial and operational information, material information, and documents related to shareholders meetings that are released by corporations in order to protect their interests.

The election of directors and supervisors is always a hot-button issue at any shareholders’ meeting. The TWSE states that this year shareholders can look for the information on whether the companies they invest in are electing directors and supervisors, and whether the companies adopt the candidate nomination system. Shareholders owning 1% or more all shares issued (not limited to just one shareholder; if more than one shareholder owns a total of 1% or more of all shares issued, this rule also applies) should actively exercise their rights. They should submit the list of the candidates of directors and supervisors to the company based on the submission period, the number of seats of directors and supervisors, the location where the nomination is processed, and the documents that should be submitted.

The shareholders’ proposal right is significant. The TWSE states that shareholders owning 1% or more of all shares issued (not limited to just one shareholder; if more than one shareholder own a total of 1% or more of all shares issued, this rule also applies) may submit “one” proposal to the company “in writing,” and the proposal is limited to “300 words or less (including the reason, explanations, and punctuation).” The proposal has to be sent to the location where the proposal is processed within the duration of processing stated on the Market Observation Post System, otherwise the proposal will not be listed in the agenda. In addition, shareholders who submit proposals must attend the annual shareholders’ meeting “in person” or “by proxy” and participate in the discussion of the proposal they submitted.

In terms of the exercise of voting rights by shareholders, one more method is added in addition to attending the meeting in person or asking a proxy to attend to exercise a voting right. From 2012, the Financial Supervisory Commission requires certain listed companies with larger capital or more shareholders to adopt electronic voting. This requirement adds another channel for shareholders to exercise their voting rights. The scope of mandatory adoption of electronic voting is increasing gradually. This year (2015), over 250 listed companies are expected to adopt electronic voting. The TWSE reminds all shareholders that they should carefully read the notices of shareholders’ meetings that they receive, or that they should look up the information on the Market Observation Post System to be certain of whether those companies offer electronic voting, the duration in which electronic voting is exercised, and the website of the electronic voting platform.
In addition, before shareholders participate in shareholders’ meetings and exercise their voting rights, they should have all the information pertaining to shareholders’ meetings, read the annual financial reports from the companies, read the agenda for the shareholders’ meeting (released 21 days before the annual shareholders’ meeting), read the annual reports (released 7 days before the annual shareholders’ meeting), read the material information, and look up the information on the company on the Market Observation Post System. By doing so, they can protect their own interests.