Newsletter
VOTING PROCEDURES FOR OFFSHORE FINIS
The Regulations Governing Investment in Secu-rities by Overseas Chinese and Foreign Nation-als provide that when an offshore foreign insti-tutional investor (FINI) holds shares in a Tai-wanese company which issued shares to the public, in order to exercise its voting rights, it should, unless otherwise provided by law, ap-point a Taiwan agent or representative to attend the shareholders'' meetings and vote on its behalf.
In an interpretation issued in January 2005, the Financial Supervisory Commission (FSC) de-scribed circumstances under which a FINI need not appoint a Taiwan agent or representative to attend meetings and vote on its behalf. However, on 3 February 2006, the FSC cancelled its Janu-ary 2005 interpretation and issued a new inter-pretation stating the circumstances under which a FINI needs not appoint an agent in order to ex-ercise its voting rights.
According to the new interpretation, an FINI may exercise its shareholder voting rights in the following ways:
If a FINI holds less than 300,000 shares, it may choose not to appoint a representative to attend shareholders'' meetings, and will thus waive its voting rights. However, if it wishes to vote at a meeting, it may use one of the following methods: (i) appoint a Taiwan agent or representative to attend the meeting; (ii) vote in writing or elec-tronically in accordance with the Company Act; or (iii) appoint an agent for stock affairs that complies with the provisions of the Criteria Governing Handling of Stock Affairs by Public Companies, to vote as its proxy; but the ap-pointment letter must contain detailed voting instructions for each motion.
If a FINI holds 300,000 or more shares, it must attend shareholders'' meetings, but it may opt to do so in any of the following ways: (i) by ap-pointing a Taiwan agent or representative to at-tend; (ii) by authorizing its Taiwan agent or representative to appoint a person other than themselves to attend, but the appointment letter must contain detailed voting instructions for each motion; (iii) by voting in writing or electroni-cally in accordance with the Company Act; or (iv) by appointing an agent for stock affairs that complies with the Criteria Governing Handling of Stock Affairs by Public Companies, to vote as its proxy; but the appointment letter must contain detailed voting instructions for each motion.