| dc.description.abstract | The company holds the virtual shareholders’ meetings to enhance corporate governance, promote sustainable development, and facilitate dialogue and interaction with investors and stakeholders. Virtual shareholders′ meetings are an alternative way for shareholders to participate in shareholders′ meetings in person, to implement shareholder activism, and to add points to corporate governance evaluation system. Even if shareholders are not able to attend the shareholders′ meetings in person, their rights and interests can still be fully protected through the virtual platform and related mechanisms, which will enhance the implementation of shareholder activism and protect the rights and interests of investors, in line with international trends. According to the law and regulation, a virtual shareholders′ meeting is a meeting of shareholders held by a company, supplemented by means of telecommunication, which allows shareholders to attend the shareholders′ meeting online in part or in full by remote means, and to participate in the discussion and voting of the shareholders′ meeting. Accordingly, there are two types of virtual shareholder meetings. The first type is a virtual shareholder meeting that is completely inactive, meaning that the company does not hold a physical meeting and all attendees, whether they are directors or shareholders, can only attend and exercise their shareholder rights online by remote means; the other type is a hybrid virtual shareholder meeting, meaning that the company still holds a physical meeting and shareholders can choose to attend the physical meeting in person or participate online. Regardless of the type of virtual shareholders′ meeting, however, shareholders who attend and exercise their shareholder rights remotely shall be guaranteed the same shareholder rights as shareholders who attend the physical meeting in person, including the right to make proposals, the right to vote, the right to propose interim motions or amendments, or the right to ask questions of the board of director.
However, in case of epidemic such as Covid-19 and other circumstances that prevent the holding of a physical shareholders′ meeting, even if the company′s articles of incorporation do not provide for such a meeting, the Ministry of Economic Affairs,R.O.C. may make an announcement to allow the company to hold a meeting by video or other means within a certain period of time. Financial Supervisory Commission R.O.C. may announce a meeting by virtual or other means within a certain period of time. As for public offering companies, in consideration of the large number of shareholders, virtual shareholders′ meetings may be held only if they meet the requirements set forth by the FSC. In addition to the above provisions, this article discusses the possible difficulties encountered by non-public offering companies and public companies from the French and legal purpose perspectives respectively. In addition, through the study of the actual operation of virtual shareholders′ meetings in various countries and the U.S. system, this article provides suggestions for amendments to our laws to help make our legal system more flexible and complete, so as to achieve sound corporate operation and governance, protect shareholders′ rights and interests, and implement shareholder activism. | en_US |