In order to set out clear procedures for the dismissal of company chairpersons, and to fully develop the spirit of corporate governance, the FSC amended the aforementioned Regulations on 5 August 2022. Key points of the amendment include the following:
1.A material matter on the agenda of a board of directors meeting shall not be raised as an extemporary motion: Considering that directors must have adequate information and time to assess material matters involving a company's business operations before they decide upon such matters, the Regulations expressly provide that any board meeting agenda item which will entail discussion of material matters involving the company's business operations must be listed in the notice of reasons for convening the board meeting, and shall not be raised as an extemporary motion, even if an emergency or some other legitimate need for doing so is cited.
2.The election or dismissal of a chairperson of the board of directors must be submitted to the board of directors or the board of managing directors for discussion: The "Company Act" expressly provides that the directors or managing directors shall elect a chairperson by a majority vote among themselves, and any dismissal of a chairperson must also be made by resolution of the same directors or managing directors who made the original election. In view of the fact that the dismissal or election of a board chairperson is a matter of material significance, the Regulations therefore expressly provide that the dismissal or election of a board chairperson must be submitted to the board of directors or the board of managing directors for discussion, and it shall not be raised as an extemporary motion, even if an emergency or some other legitimate need for doing so is cited.