Taiwan Depository & Clearing Corporation

During the annual shareholders’ meeting season, board elections can be highly competitive, with frequent proxy solicitation activities. Rumors occasionally circulate in the market about illegal practices involving cash or other benefits in exchange for proxies. The Taiwan Depository & Clearing Corporation (TDCC) reminds investors that proxy buyouts are a serious violation. Such proxies will not be counted in shareholder voting, and violators will be fined between NT$240,000 and NT$4.8 million in accordance with the Securities and Exchange Act.

In light of recent shareholder meeting disputes, and to maintain market order and prevent proxy solicitation controversies, TDCC recently held a forum with authorized proxy solicitors. The event promoted proper proxy solicitation practices and the protection of shareholders’ personal information. TDCC urges participants to comply with legal regulations to safeguard shareholders’ rights and promote sound corporate governance.

Mr. Tzu-Ting Chen, Senior Vice President of TDCC, highlighted that in line with Financial Supervisory Commission (FSC) policies, TDCC will conduct random audits of proxy solicitation venues during shareholder meetings to ensure compliance. Investors are encouraged to report any suspected illegal proxy purchase activities and to provide recordings, videos, or photos as evidence. Verified reports, once penalized by the FSC, may receive up to NT$200,000 as a reward.

TDCC calls on investors to practice shareholder activism by attending meetings in person or logging into the TDCC “Shareholder e-Service” to vote electronically or participate via video. If the company offers shareholder gifts, those participating electronically can still collect them at designated locations, with rights unaffected.

If you suspect illegal proxy buyouts, please call the reporting hotline at (02) 2547-3733 or send evidence to TDCC via email at [email protected], or by mail to: 11F, No. 365, Fuxing N. Road, Songshan District, Taipei City.