A Study on the Appropriateness of Private Established Foundation As the Board of Director of Listed Companies.

• Main Authors: Chia Hui Chen, 陳嘉輝
• Other Authors: 林廷機
• Format: Others
• Language: zh-TW
• Published: 2014
• Online Access: http://ndltd.ncl.edu.tw/handle/t5hhvw

碩士 === 逢甲大學 === 財經法律研究所 === 102 === This article conducted empirical research on the involvementof Taiwan private establishedFoundation (hereinafter the Foundation) inthe listed companies, finding that many companies’controlling shareholder or major shareholder substantially use Section 27 of Taiwan Companies Act to make the Foundation be elected as legal per-son director or supervisor, or to interfere with the director’s election of companies by their high shareholding .It was also foundin the statistical analysis that the board of directors of such Foundations wascomposed of a particular group, and such Foundationshave a tendency of privatization or family. The article also conducted a comparative study in the legislation of Japan, Ger-many, Austria and the UnitedStateson Foundation, and exploredthe appropriateness of Foundation’s operation from the perspective ofcorporate governance and social welfaredevelopment. This article argued that the operation mode of Foundation in Taiwan, wouldresult in increasing agency cost and violating shareholders’ right, andaffecting thecorporate governance of Taiwan’s affiliatedcompanies; while as for the perspective ofsocial welfare, this operation would also make the Foundation bear the responsibility of directors and supervisors or the liability as shadow directors, and thus underminingthe Foundation’spurpose ofsustainable promotion ofcharity, making the resources unabletobe really implementedon welfare promotion, and causingthe draft lawof Foundationto be shelved. Finally, with reference totheamendment of Part 3 of Section 146 of Taiwan’s newly-amended insurance law, this article recommendedthatthe authorities shouldlimit Foundation’s intervention with corporate governance of listed company. It was alsosuggestedthat the applicable subjects of Section27 of Taiwan Companies Actshould be reduced and the independence of the Foundation directorsshould be in-creased, hoping to strengthen Taiwan’s corporate governance and to efficiently allo-cate resources of the Foundation on the purpose to promote social welfare.