Preannouncement of the Draft Amendments to Some of the Articles of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies
2022-03-31
To strengthen the management of companies mandated to handle solicitation matters, enhance the reasonableness of solicitation-related contracts, as well as improve compliance of solicitors and companies mandated to handle solicitation matters, the Financial Supervisory Commission (FSC) has planned to amend Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies (hereinafter referred to as “Proxy Regulations.”) The important aspects of the amendments are as follows:
I. Improve compliance of solicitors and companies mandated to handle solicitation matters: For those who have seriously violated the Proxy Regulations and are punished by the FSC (including proxy purchases, obtaining proxies by using others’ names, using a solicited proxy as a non-solicited proxy for attendance of a shareholders’ meeting, and being declared ineligible for being a solicitor), they will be disqualified from being solicitors or companies mandated to handle solicitation matters for the following year. In addition, the votes represented by violators will not be counted accordingly.
II. Enhance the qualifications and professionalism of companies mandated to handle solicitation matters: With reference to the provisions of practical experience of the executives at shareholder services agencies stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Proxy Regulations now specifies that at least one of the executives handling solicitation affairs at the companies mandated to handle solicitation matters should have at least five years’ experience of shareholder services or solicitation work. Personnel who handle solicitation activities are also required to attend shareholder services training. In order to help all companies mandated to handle solicitation matters meet the said qualifications, a grace period is given till December 31, 2022.
III. Strengthen the reasonableness and supervisory information of solicitation-related contracts: It is explicitly stipulated that solicitors entrusted by shareholders or companies mandated to handle solicitation matters by solicitors should specify their remuneration in their contracts. They should also thoroughly conduct the Know Your Customer work, examine the reasonableness of their contracts on a regular basis, and renew their contracts every year. Considering that it takes time to draw up contracts for solicitation, a grace period is given till December 31, 2022.
According to the FSC, the draft will be published on the Executive Yuan Gazette Online. The general explanation of the draft and the parallel texts of the amended clauses will also be published on the FSC website to collect public opinions. Anyone who wishes to comment on the matter is welcome to visit the Draft Preannouncement webpage on the FSC Law and Regulations Retrieving System or contact the FSC Securities and Futures Bureau (SFB) within 60 days after the day of the preannouncement.
Contact unit: Securities Trading Division, Securities and Futures Bureau
Contact phone No.: 02-2774-7413
For any questions, please e-mail to: FSCMAIL
I. Improve compliance of solicitors and companies mandated to handle solicitation matters: For those who have seriously violated the Proxy Regulations and are punished by the FSC (including proxy purchases, obtaining proxies by using others’ names, using a solicited proxy as a non-solicited proxy for attendance of a shareholders’ meeting, and being declared ineligible for being a solicitor), they will be disqualified from being solicitors or companies mandated to handle solicitation matters for the following year. In addition, the votes represented by violators will not be counted accordingly.
II. Enhance the qualifications and professionalism of companies mandated to handle solicitation matters: With reference to the provisions of practical experience of the executives at shareholder services agencies stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Proxy Regulations now specifies that at least one of the executives handling solicitation affairs at the companies mandated to handle solicitation matters should have at least five years’ experience of shareholder services or solicitation work. Personnel who handle solicitation activities are also required to attend shareholder services training. In order to help all companies mandated to handle solicitation matters meet the said qualifications, a grace period is given till December 31, 2022.
III. Strengthen the reasonableness and supervisory information of solicitation-related contracts: It is explicitly stipulated that solicitors entrusted by shareholders or companies mandated to handle solicitation matters by solicitors should specify their remuneration in their contracts. They should also thoroughly conduct the Know Your Customer work, examine the reasonableness of their contracts on a regular basis, and renew their contracts every year. Considering that it takes time to draw up contracts for solicitation, a grace period is given till December 31, 2022.
According to the FSC, the draft will be published on the Executive Yuan Gazette Online. The general explanation of the draft and the parallel texts of the amended clauses will also be published on the FSC website to collect public opinions. Anyone who wishes to comment on the matter is welcome to visit the Draft Preannouncement webpage on the FSC Law and Regulations Retrieving System or contact the FSC Securities and Futures Bureau (SFB) within 60 days after the day of the preannouncement.
Contact unit: Securities Trading Division, Securities and Futures Bureau
Contact phone No.: 02-2774-7413
For any questions, please e-mail to: FSCMAIL
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Update：
2022-05-09