The Independency And Its Examination Of Independent Directors In Taiwan

• Main Authors: Chiu, Shao-Yao, 邱紹堯
• Other Authors: 林廷機
• Format: Others
• Language: zh-TW
• Published: 2013
• Online Access: http://ndltd.ncl.edu.tw/handle/ep7844

碩士 === 逢甲大學 === 財經法律研究所 === 102 === After Enron and WorldCom scandals, Taiwan started to consider that the importance of corporate governance system. Since 2002, Taiwan Stock Exchange Corporation required amending the law of Corporation Law and Securities and Exchange Act to enhance corporate governance. In 2005, Taiwan introduced the independent director system. The most important feature of independent directors is that if he is really independent, and if the law has normalized what background conditions will make the independent directors truly independency. The judge of the Oracle in 2002 has revealed that the special relationship between people may cause the impact for independence, in the other words that "humanity" such as private friendship, grace-giving relationship, family relationship etc., it may cause a risk of bias when independent directors doing his job. However, there is a unavoidable problems that how to establish and improve the conditions specified substantive independence, and in order to create a perfect rule that keeping the independency of independent director, we should not only focus on the formal examination such as “control and domination” or “economic interests”, but the substantive conditions. This study suggests that improved background conditions of independent directors, as nomination system, incentives and constraints system, enhance the substantive influence of independent directors on the board, and establish and improve the judicial examination and the allocation of the burden of proof of the independence, to achieve the objective of enhancing corporate governance.