Press Release
Advance Notice on Draft Amendment to Some of the Articles of “Regulations Governing Procedure for Board of Directors Meetings of Public Companies”
2022-05-03
In order to clearly standardize the procedures for removing the chairman of the board of directors and improve the spirit of corporate governance, the FSC has proposed to amend some provisions of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies”, with the key points of the amendment as follows:
I. Important discussion matters at board meetings shall not be proposed via extempore motion: Considering that directors shall have sufficient information and time to evaluate motions for major matters related to the operation of the company before making decisions, it shall be stipulated that major matters related to the operation of the company shall be listed in the reasons for convening the meeting, and shall not be proposed via extempore motion on the ground of emergency or justified reasons.
II. The election or removal of the chairman of the board of directors shall be submitted to the board meeting or the managing board meeting for discussion: The Company Act stipulates that the election of the chairman of the board of directors shall be decided by the board meeting or the managing board meeting, and the removal shall also be decided by the board meeting or the managing board meeting of the originally election. As the removal and election of the chairman of the board of directors are important matters of the company, it shall be clearly stipulated that the election or removal of the chairman of the board of directors shall be submitted to the board meeting or the managing board meeting for discussion.
The FSC said that, in addition to being published in the official gazette of the Executive Yuan, the general description of the draft and a comparison table of the amended articles will be published on the FSC website. If you have any comments, please visit the webpage “Advance Notice of Draft Regulations” on the website “Laws and Regulations Retrieving System” of the FSC and state your comments, or contact the Securities and Futures Bureau of the FSC within 60 days from the date of the announcement.
Contact unit: Corporate Finance Division, Securities and Futures Bureau
Tel: (02) 2774-7100
For questions, please email: FSCMAIL
I. Important discussion matters at board meetings shall not be proposed via extempore motion: Considering that directors shall have sufficient information and time to evaluate motions for major matters related to the operation of the company before making decisions, it shall be stipulated that major matters related to the operation of the company shall be listed in the reasons for convening the meeting, and shall not be proposed via extempore motion on the ground of emergency or justified reasons.
II. The election or removal of the chairman of the board of directors shall be submitted to the board meeting or the managing board meeting for discussion: The Company Act stipulates that the election of the chairman of the board of directors shall be decided by the board meeting or the managing board meeting, and the removal shall also be decided by the board meeting or the managing board meeting of the originally election. As the removal and election of the chairman of the board of directors are important matters of the company, it shall be clearly stipulated that the election or removal of the chairman of the board of directors shall be submitted to the board meeting or the managing board meeting for discussion.
The FSC said that, in addition to being published in the official gazette of the Executive Yuan, the general description of the draft and a comparison table of the amended articles will be published on the FSC website. If you have any comments, please visit the webpage “Advance Notice of Draft Regulations” on the website “Laws and Regulations Retrieving System” of the FSC and state your comments, or contact the Securities and Futures Bureau of the FSC within 60 days from the date of the announcement.
Contact unit: Corporate Finance Division, Securities and Futures Bureau
Tel: (02) 2774-7100
For questions, please email: FSCMAIL
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- Update： 2022-05-31
