Important Measure March 2023
1. FSC amends Articles 44-9 and 44-21 of the Regulations Governing the Administration of Shareholder Services of Public Companies (issued on 6 March 2023)
In line with the provison of paragraph 1, Article 172-2 of the Company Act, which allows the Ministry of Economic Affairs, under special circumstances, to announce that, within a certain period of time, companies may convene shareholders' meetings by means of video conferencing even if such convening is not expressly provided for in their Articles of Incorporation, the Financial Supervisory Commission (FSC) amended the Regulations Governing the Administration of Shareholder Services of Public Companies to provide additional measures for such convening of shareholders' meetings. Under such special circumstances, a company that convenes a virtual-only shareholders' meeting and provides an alternative option for digitally disadvantaged shareholders to exercise their voting rights in writing will be allowed to mail/send written voting materials to these shareholders after they have applied to the company for such exercise of voting rights. According to the amendment above, it also provides enhanced protection of shareholders' rights and interests by requiring a higher threshold for the passing of a board of directors resolution to convene a virtual-only shareholders' meeting and requiring the company, for the convening of such a meeting, to provide network facilities and necessary assistance for digitally disadvantaged shareholders.
2. FSC amends Articles 19, 20, and 22 of the Regulations Governing the Public Offering of Securities Investment Trust Funds by Securities Investment Trust Enterprises
To keep abreast with current market practices and amendments to laws and regulations such as the Company Act, and to address the corresponding need to adjust the scope and qualification criteria of fund distributors, on 1 March 2023 the FSC amended and issued the above-mentioned Regulations. Key points of the amendment are as follows:
(1) Currently, credit cooperatives, futures brokers, and Chunghwa Post Co., Ltd. are allowed to serve as fund distributors. To satisfy the requirements of current practices and legal/regulatory certainty, relevant provisions are amended to specifically allow a securities investment trust enterprise (SITE) to appoint a credit cooperative, futures broker, or Chunghwa Post as its fund distributor.
(2) The amendment specifies the qualification criteria to be met by a company to serve as a fund distributor if it is a company issuing no par value shares pursuant to Article 156 of the Company Act. It also harmonizes with amendments to the Banking Act and the Futures Trading Act, cites applicable articles of the Credit Cooperatives Act, the Postal Remittances and Savings Act, and the Financial Consumer Protection Act, and makes corresponding adjustments to the passive qualification criteria for fund distributors. Additionally, financial criteria are relaxed to allow a banking enterprise to serve as a fund distributor if it meets certain capital adequacy requirements.
(3) The transitional provisions specified in the 12 December 2006 amendment of the Regulations are deleted for they are now no longer needed in application.
3. FSC issues the "Sustainable Development Action Plans for TWSE and TPEx Listed Companies (2023)"
To prompt enterprises to actively implement sustainability measures, on 28 March 2023 the FSC issued the "Sustainable Development Action Plans for TWSE and TPEx Listed Companies (2023)," which construct a framework to promote measures based on the five dimensions of "steering companies towards net zero emissions," "deepening corporate sustainability governance culture," "enhancing sustainability information disclosure," "strengthening communications with stakeholders," and "promoting ESG evaluation and digitalization," along the four pillars of "governance," "transparency," "digital," and "innovation." These Action Plans are aimed at assisting TWSE and TPEx listed companies in achieving their sustainable development targets and enhancing their international competitiveness. Key points of the Action Plans are as follows:
(1) Prompting TWSE and TPEx listed companies to set their carbon reduction targets, strategies, and concrete action plans. Companies shall, at the latest in the year while their disclosure of greenhouse gas (GHG) inventory information in the consolidated financial reports, disclose their carbon reduction targets, strategies. Also, companies are encouraged to disclose their carbon reduction targets, strategies, and concrete action plans established for the year 2030, with the year of their completing the inventory information of the companies disclosed in the consolidated financial reports as the base year.
(2) Enhancing the gender diversity of directors of TWSE and TPEx listed companies. To enhance the diversity of directors, and to align with the global trend of promoting female directors, starting from 2023, the board of directors of a company applying for an IPO must consist of at least 1 director of a different gender, and starting from 2024, a TWSE or TPEx listed company shall appoint at least 1 director of a different gender for each subsequent term of the board of directors.
(3) Widening the disclosure scope of sustainability information and enhancing disclosure quality. To keep strengthening the disclosure of non-financial information, starting from 2025, TWSE and TPEx listed companies with authorized capital of NT$2 billion or less will be required to prepare sustainability reports. Additionally, to enhance the disclosure quality of sustainability information, the Taiwan Stock Exchange (TWSE) and the Taipei Exchange (TPEx) will conduct a random review of the disclosed sustainability reports and assurance working papers.
(4) Refining the investor relations platform. To keep enhancing the quality of disclosure by institutional investors regarding their impact and stewardship information, the Taiwan Depository & Clearing Corporation (TDCC) and the TWSE will establish a digital platform for stewardship reports.
(5) Establishing a digital platform for sustainability reports and improving the ESG database. To assist TWSE and TPEx listed companies in disclosing ESG (environment, social, governance) information more efficiently and in a uniform format, and to provide one-stop ESG information services, the TWSE will establish a digital platform for sustainability reports and an ESG information hub.
Visitor： 1740 Update： 2023-05-17