Newsletter
BOARD OR SHAREHOLDERS MAY RECOMMEND CANDIDATES FOR DIRECTORS AND SUPER-VISORS
In an interpretation dated 26 December 2001, the Ministry of Economic Affairs (MOEA) stated that it will not be recognized as a mode of elec-tion provided in the Articles of Incorporation (AOI) if an incumbent board of directors put forward a list of recommended directors and supervisors for the subsequent term of office. This interpretation took account of the fact that the then current Company Law did not provide for independent directors and supervisors system. Therefore, it was not permissible for a company's AOI to state that only the board could put for-ward a list of candidates; otherwise, the share-holders' interests would be impinged on.
To facilitate the system of independent directors and supervisors currently being promoted by the Securities and Futures Commission, Ministry of Finance, the MOEA issued a new interpretation on 31 March 2003 to supplement the above in-terpretation, stating that at the time of actual elections, the board or any shareholder may recommend a list of proposed directors and su-pervisors for the subsequent term of office.