Taiwan Depository & Clearing Corporation

In the face of the surge in local COVID-19 infections, Taiwan’s upward trajectory of cases might continue. To tackle the rise, the Central Epidemic Command Center (CECC) raised the coronavirus alert to Level Three nationwide on May 19, 2021. Considering that more and more companies are convening their annual general meetings (AGM) in May and June, the Financial Supervisory Commission (FSC) has discussed with the CECC and stipulated responsive measures to allow issuers to postpone their meetings amid the pandemic. After studying the Special Act for Prevention, Relief and Revitalization Measures for Severe Pneumonia with Novel Pathogens and the Communicable Disease Control Act, the FSC announced that all public companies must cancel their AGMs from May 24 to June 30. The delayed meeting season will fall between July 1 and August 31.

According to the FSC’s announcement on May 20, 2021, public companies should still complete their pre-meeting shareholder services as scheduled, including announcing their book closure periods, sending meeting notices, processing solicitation/revocation/verification/calculation of Power of Attorney (POA), as well as providing e-voting options and e-voting results. The decision to delay shareholder meetings, which issuers are legally bound to host, will not extend the deadlines of the said shareholder services. That is to say, all the tasks that firms are legally obligated to complete in terms of holding annual meetings stay unaffected. The FSC is only postponing the period for convening AGM, but shareholders’ rights shall not be compromised.

Public companies should summon their board of directors to mull over a new date and venue. They should make a significant announcement and send over postcards or simple letters by post to tell shareholders about the rescheduled date and venue 15 days prior to the general meeting. There is no need to reschedule book closure dates, resend meeting notices, or re-handle other pre-meeting shareholder services all over again. As for the POA solicitation and e-voting statistics that public companies are mandated to present on the meeting day at the meeting venue, they should disclose such information when their shareholder meetings take place.

Mr. Han-Chiang Chu, the President of the Taiwan Depository & Clearing Corporation (TDCC), stated that they will keep the public informed about the ensuing operation regarding delayed AGMs. In addition, TDCC will gather shareholder services units to design responsive measures, offer consulting services, and compile frequently asked questions (FAQs) for firms and industries’ reference as promptly as possible. Chu is also calling for e-voting to exercise investors’ rights. Voting online can avoid in-person meetings and reduce the risk of infection. We can see this through as long as we take adequate precautions and maintain personal hygiene. When put together, the power of small individual actions can help tackle the growing outbreak.