| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 106 === The core of this thesis is to study how to fulfill the independence of corporate governance in Taiwan. To make the operation of board of directors more efficiency, fulfill the supervision mechanism in the company, and catch up with corporate governance in other countries around the world, the regime of independent directors and audit committees was introduced, and relevant provisions are set out in the amendment of Securities Exchange Act in 2005. From 2017, at least two independent directors and relevant functional committees shall be set up in the listed companies. The supervision mechanism in the listed companies in Taiwan is changed from the two-tier board to one-tier board. In recent years, due to the case of XPEC Entertainment and Mega Bank, there is a wild discussion about how to fulfill the independence and functions of independent directors in theory and practice. Further, the independent directors is entitled to convene a shareholder meeting, and they may provide the opinion to the major resolutions of the company in the audit committee. When the shareholders fight for corporate control, those who are not the member of the board of director will strive to take the seats of independent directors, such as: corporate control fights between Taishin Financial Holding and Changhua Bank, and the fight between Taishin Financial Holding and PJ Asset Management. In particular, most companies in Taiwan are family-owned, and the board of directors is consisted of family members. How to maintain a balance between controlling shareholder and company independence is the core of this thesis.
This thesis studies the failure of corporate governance from the Technology Boom in 2000 to the subprime mortgage crisis in 2008, and analyze the importance of independent directors through these cases. Since 1999, the European Union published reports, green papers and action plans for corporate governance to promote corporate governance in EU member states, and to reduce the inconsistency in the laws and regulations adopted by European countries, such as one-tier or two-tier board. This thesis intents to use matter adopted by EU to eliminate the debate on the one-tier and two-tier board in Taiwan. Furthermore, shareholding structure in Taiwan is similar to most of EU countries (i.e. most of them are family-owned firms). This thesis will discuss the impact of family-owned firms on corporate governance systems in Germany, Switzerland, Belgium and France, and, finally, proposes the resolutions such as setting up the enhanced-independence directors or changing the corporate governance structure in Taiwan.
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