Refusal to Illegal Solicitation of Proxies to Protect Shareholders' Rights
2023/04/14
During the peak season for shareholder meetings from April to June each year, it is common to see shops and locations posting banners or posters soliciting authorization forms from shareholders for certain companies. There are also individuals or companies soliciting authorization forms through phone calls or visits to collect voting and election rights on behalf of shareholders. The Taiwan Depository and Clearing Corporation (TDCC) urges shareholders to properly use authorization forms and refuse to participate in unauthorized purchases.
When soliciting authorization forms from shareholders, the solicitor can only deliver commemorative items for the current shareholder meeting to shareholders and cannot offer payment or other benefits as a condition for soliciting authorization forms. If solicitation of authorization forms violates regulations, in addition to the proxy voting rights obtained from the authorization form not being counted, illegal companies or their employees may be fined between TWD 240,000 and 4.8 million in accordance with the Securities and Exchange Act by the Financial Supervisory Commission.
Tzu-Ting Chen, Senior Vice President of Intermediaries Compliance & Inspection, stated that the TDCC has always complied with the law and maintained audit neutrality when implementing authorization form solicitation verification operations to cooperate with the Financial Supervisory Commission in strengthening the management of shareholder meeting authorization forms. In order to rectify the use of authorization forms, TDCC has formulated a reward system for reporting illegal acquisition and use of authorization forms. If shareholders discover that solicitors are buying authorization forms, they can report it with specific evidence such as audio or video recordings. If the report is verified and the Financial Supervisory Commission confirms it, the maximum reward for the report is TWD 200,000. The reporting hotline is (02)2547-3733.
Chen emphasized that the TDCC has been actively promoting electronic voting for shareholders for many years, and the effectiveness of electronic voting has steadily improved. Recently, in response to the Financial Supervisory Commission's push for companies to hold virtual shareholder meetings, shareholders can participate in virtual shareholder meetings, making shareholder activism more effective.