Newsletter
Interested-Party Directors Should Refrain from Voting
According to Article 206 of the Company Act and by applying Article 178 mutatis mutandis, directors should refrain from deliberating and voting for themselves or as proxies on any matter to which they are interested parties. In this connection, the Ministry of Economic Affairs (MOEA) issued a ruling (No. Chin-Shen-Tzi-09102988350) on May 16, 2002 stating that the number of directors who should refrain from voting pursuant to Article 178 should be included in calculating the quorum for adopting the resolution concerned.
On April 26, 2010, the MOEA issued another ruling (No. Chin-Shen-Tzi-09902408450) which states that, when the quorum for holding a board meeting is met and only one director may vote on the matter because the other directors must refrain from voting on that matter, the resolution on such matter may be adopted with one vote.