| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 102 === The issued dividend payment is related to the direction of the company’s operation, and the interests of the shareholders, the creditors of the company and the staff, etc, which is also the year of the fruits of the company employees’ labor. Moreover, it is the year-end inspection of the company’s operation which comes under everyone’s review. Through the provided company''s financial statements and the proposed motion of dividend payment, the shareholders can review and assess whether the company''s management team make any contribution to the company’s operation in the whole year, whether the authorities actually implement the regulations or not? Did they carry out unhealthy speculation hype secretly or did someone conduct insider trading?
All the phenomenon mentioned above can be learned through the dividend payment issued that year. Nevertheless, in order to let the enterprise keep autonomous, our legislation does not dwell on this too much. But in 2012, under the input of the principles of corporate governance, our country’s Company Law did make a change. For example, not only the relaxing use of the public fund, the aspects about how the board directors of the company disclose the information to the shareholders, but the existing 183 Provision of the issues about the shareholders'' meeting decision, and 230 Provision about the distribution obligations of the lists should be communicated by way of announcement. What’s more, the minutes of the shareholders'' meeting should be taken by way of electronic. Thus, conveying information to the shareholders by way of electronic is more quickly and conveniently. Since our country’s company laws regulate that the distribution of dividend payment is the share privilege of the shareholders and the Board, yet currently only after the Board proposes the motion of the issued distribution of the stock surplus, then the shareholders can express whether they recognize it or not. As a result, isn’t it without any doubt that this unilateral recognition of the opinion is the best guarantee to the shareholders and meets the legislative intent of sharing the rights together? Furthermore, since the shareholders may subsequently recognize it or not, yet there are no relevant legislative provisions about the disclosure of the information. Currently, the government only regulates the Board of the directors to propose the relevant information. Nevertheless, the sound strict system of information disclosure is to prevent the major shareholders of listed companies and operating team from encroaching the company''s interests and it’s also an important means of protecting the public investors. Our country’s Company Law doesn’t allow the shareholders to express their opinions about the proposal of the surplus in advance. Later on, there are no comprehensive measures of protection toward information disclosure, and eventually, the Law requires the shareholders to recognize the distribution of the surplus. Such policy decision is disguisedly equivalent to the fact that actually, the shareholders must accept the conclusions of the motion about the issued proceeds. Nevertheless, this is quiet contrary to the original design about the right of sharing the surplus. As for the right of information disclosure, probably, the investors can get the message at the Observation Post, but there is no mandatory requirement on how companies should disclose the process of the dividend payment. That is, there’s no company''s dividend policy on how the company makes the relevant determinants of the current year and what’s the company''s operating directions, etc. Therefore, this thesis is going to discuss the interests of the investors and how to make laws to protect regulations and prompt the development and guarantee of the creditors of the company as well.
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