Taiwan Depository & Clearing Corporation

During the period of May and June each year, as the issuing companies hold their 2023 annual general meetings, it is not uncommon to see news reports about intense competition in the election of directors and active solicitation of proxies, which has become a focus of attention for market investors.

Tzu-Ting Chen, Senior Vice President of TDCC, stated that the company should adhere to relevant regulations, maintain neutrality, and uphold a position of impartiality during shareholder meetings, without intervening in proxy solicitation matters. In addition, the solicitors and personnel at solicitation venues must adhere to the rules and regulations governing proxy solicitation. This includes the requirement for solicitors to meet eligibility criteria, the obligation for venue personnel to report to TDCC and meet qualification requirements, and the prohibition of offering money or other benefits to purchase proxies.

TDCC has been designated by the Financial Supervisory Commission (FSC) to conduct audits of proxy solicitation activities. Shareholders who discover instances of proxy purchasing by solicitors can submit specific evidence, such as audio or video recordings, to TDCC for investigation. If the allegations are confirmed and the FSC takes disciplinary action, a maximum reward of NT$200,000 will be given to the whistleblower. The hotline for reporting such cases is (02) 2547-3733.

Tzu-Ting Chen urged shareholders to actively participate in or attend shareholder meetings and to pay attention to the company's operating conditions. Shareholders can participate in meetings in various ways, including attending in person, appointing proxies through written authorization, or participating via video conference while exercising voting rights through electronic voting. TDCC has actively supported the FSC's promotion of the " eMeeting Video Conference Platform ," which has been adopted by 96 listed and OTC companies this year. Enabling shareholders to participate in shareholder meetings through diverse means represents the best practice in implementing shareholder activism.