| Summary: | 碩士 === 國立臺北大學 === 國際財務金融碩士在職專班 === 98 === The Principles of Corporate Governance, published by OECD in 2004, purposed the six essential principles of corporate governance. Three of them, The Rights of Shareholders and Key Ownership Functions, the Equitable Treatment of Shareholders, Disclosure and Transparency, emphasized the importance of shareholders’ right. However, financial scandals among famous international enterprises still happened once in a while in recent years, and even caused the financial tsunami in 2008. Strengthening the corporate governance by shareholder activism and improving the fairness, transparence and efficiency in the market become even more important. Paving the way for shareholder to exert their rights provides a basic ground for shareholders to wield their monitorship over corporate governance, and therefore the electronic voting mechanism comes naturally.
Based on extensive studies on the development and practice of electronic voting all over the world, the research intended to find practical solutions by exploring the current practices and impediments of electronic voting for AGM in Taiwan. Furthermore, the research provided supplementary measures, such as STP for FINI’s voting, electronic AGM notice and materials, and multi-function voting platform, with a view to improve corporate governance and shareholder activism by utilizing e-voting system.
E-voting is a channel for exercising the shareholder voting right which conforms to the principles of corporate governance. The Legislative Yuan in Taiwan is going to amend the Company Act to empower the SFB to impose regulations for the use of e-voting when specific criteria or other necessary conditions are met. However, the enforcement policy needs supporting measures. For example, can e-votes be exempt from the floor motion of dismissing shareholders meeting? Furthermore, the best practices for Taiwan to keep in tune with the global standard can not be neglected, and the completeness and timeliness of shareholders’ meeting notices is on top of the list. FINIs strongly urge the companies in Taiwan to provide slate when there is a re-election of directors and supervisors and vote by poll for each resolution.
At last, the research suggests phasing in the mechanism by amending regulations step by step in order to fit in with the practical needs. Phase One is the “Encouraging e-voting and Removing Impediments Period.” In this phase, the amendment of The Company Act with the necessary measures is expected to be completed. The regulator and Exchanges may give incentives or set soft laws to encourage companies adopting nomination process for re-election of directors and supervisors. Phase Two is the “Enforcement Period.” Extending the criteria and defining the “Other Necessary Conditions” stated in the article of the Company Act mentioned earlier will be the main issue in this period. Another issue of phase two is suggesting the SFB to ask custodian banks and other institutions to utilize e-vote instead of voting by designated letters. Phase Three is the “Comprehensively Strengthen CG period.” One of the goals in this phase is having all the listed companies comply with the best practices of corporate governance. Another goal is to enhance the monitoring role played by fund institutional investors who have the fiduciary duty to oversee the companies they hold in their portfolios by practicing shareholder activism.
|
|---|
