The FSC has amended articles 3, 7 and 19 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" in order to clearly standardize the procedures for removing the chairman of the board of directors and improving the spirit of corporate governance. The advance notice period has now expired, and the amendments will be released and implemented in the near future. The key points of the amendments are as follows:
I.        Important matters to be discussed in the board meeting shall not be proposed via extempore motions: Considering the fact that major matters involve the operation of the company, the directors should have sufficient information and time to evaluate the proposals before making decisions. Therefore, it is specified that major matters related to the operation of the company should be listed in the reasons for convening the meeting, and should not be proposed via extempore motions on the ground of emergency or justified reasons.
II.        The election or removal of the chairman of the board of directors shall be submitted to the board meeting or the executive board meeting for discussion: The Company Act clearly stipulates that the election of the chairman of the board of directors shall be decided by the board meeting or the executive board meeting, and the removal shall also be decided by the original board meeting or the executive board meeting. Based on the fact that the removal and selection of the chairman of the board of directors are both important matters of the company, it is clearly stipulated that the election or removal of the chairman of the board of directors shall be submitted to the board meeting or the executive board meeting for discussion, and shall not be proposed via extempore motions on the grounds of emergency or justified reasons.

Contact unit:    Corporate Finance Division, Securities and Futures Bureau
Tel: (02) 27747100
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