In 2020, as COVID-19 began wreaking havoc around the world, under the instruction of the Financial Supervisory Commission (FSC), the Taiwan Depository & Clearing Corporation (TDCC) formulated the Disease Prevention Operating Guidelines for Shareholder Meetings. Subsequently, the Guidelines have served as a reference for all issuing companies when they convene shareholder meetings. This year, as the local pandemic landscape begins to shift and as the Ministry of Health and Welfare (MOHW) adjusts the pandemic prevention policies, the TDCC has also followed suit by continually revising the Guidelines. For example, while the contact tracing text messaging service has been canceled, other pandemic containment measures in the Guidelines are still binding. When companies organize shareholder meetings, they should continue to impose crowd management measures at all shareholder meeting venues, make certain that all attendees maintain a social distance of 1.5 meters for indoors activities, all shareholders attending in person wear a mask at all times, and take the temperature of all attendees. As for the general public, the MOHW is encouraging everyone to continue to adopt personal prevention measures promoted by the government, such as downloading and utilizing the Taiwan Social Distancing App, so that all of us may contribute to public health efforts against COVID-19.

During April to June, the peak season of shareholder meetings, a few proxy solicitors or proxy solicitation firms will actively try to solicit shareholders through various announcements and advertisements or via phone calls and personal visits. The aim of these solicitation activities is to permit a proxy to attend the annual meetings of a company on behalf of a shareholder and exercise their voting rights in all motions and elections. When director elections are taking place at a shareholder meeting, often more incidents of illegal purchases of proxies will make the news or related rumors will start to circulate around.

Therefore, TDCC Senior Vice President Tzu-Ting Chen stated that if investors find out that someone is illegally purchasing shareholders’ proxies with money or other benefits, they can with concrete evidence in hand report the incident to the TDCC. The whistleblowing hotline is 02-25473733 and the reporting email is tdcc@tdcc.com.tw. According to relevant regulations, once the reported case has been investigated and verified, as well as relevant disciplinary actions have been undertaken by the competent authorities, the reward money will be paid to the whistleblower. To make things clearer, service charges are fees that solicitors pay to dealers, not to shareholders, so the act is not deemed as a proxy purchase.