| Summary: | 碩士 === 東吳大學 === 企業管理學系 === 106 === The shareholders' meeting is the highest authority of the listed company, so the convening of the shareholders' meeting has become the annual major event of the listed company. The company's capital contribution is collected by all shareholders. After the business results of the whole year, the financial statements issued by the board of directors are sent to the supervisor for verification, and the shareholders' meeting is requested to acknowledge that the directors and supervisors have to discharge their responsibilities.
The board of directors shall, in accordance with the provisions of the company law, fabricate the company's operating figures to make a profit distribution or loss allocation proposal, distribute it to all shareholders according to the resolution of the shareholders' meeting, or report the loss to the shareholders' general meeting for discussion and discuss the capital reduction, etc., the shareholders' meeting It is the highest authority of the company and is also the most important resolution body. However, before the listing company of Taiwan applies for listing in the Taiwan Stock Exchange Corporation or Taipei Exchange（TPEx），, it must complete the equity decentralization standard according to its regulations. When a listed cabinet company reaches the equity decentralization standard, In addition, it is necessary to convene a shareholders' meeting in accordance with the provisions of the company law and attend the number of shares must reach more than half of the company's issued shares to resolve the company's important proposal. This requires both the equity decentralization standard and the threshold for attending shares. In order to meet the dilemma of the listed cabinet company, in recent years, in order to reach the threshold of the shareholders' meeting, the listed cabinet company or its major shareholder has conducted the operation of the power of attorney for the shareholders' meeting to successfully complete the annual event of the shareholders' meeting.
However, in order to achieve the attendance rate and the unique target performance of the resolution threshold, the shareholder's power of attorney often does not count the method of use, resulting in violation of the rules of use of the power of attorney law, and because the listed company concentrates on the shareholders meeting, the competent authority It is believed that there is a negligence of shareholder activism and shareholders cannot truly express their opinions.
In the near future, according to the Financial Supervisory Commission Republic of China (Taiwan) on November 12, 103, the Golden Control Certificate of the No. 1030044333, the amount of paid-in capital will be mandatory to reach NT$2 billion, and the shareholders of the previous suspension of the transfer date will record the shareholders. When a listed cabinet company with a number of 10,000 or more has convened a shareholders meeting, it shall list the electronic method as one of the channels for exercising voting rights, and it shall come into force on January 1, 105, the Republic of China.
In summary, is there a key factor in thinking about the shareholder's power of attorneys? In addition, the shareholder's meeting electronic voting operation, can really help the insufficiency of the power of attorney? Is it to maintain the operation of the power of attorney of the shareholders' meeting or to promote the electronic voting method of the shareholders' meeting to make up for its shortcomings? Or the convenience of the electronic voting of the shareholders' meeting can directly replace the shareholder's power of attorney system? Or adopting the combination mechanism of the two, in order to be more favorable to the listed cabinet companies, shareholders, operating units, is the problem to be explored in this study.
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