Due to the recent surge of COVID-19 infections in Taiwan, the Central Epidemic Command Center raised the COVID-19 alert to Level 3 nationwide on May 19, 2021 and tightened the relevant disease control measures.

 

The Financial Supervisory Commission promulgated the Measures for Public Companies to Postpone Annual General Meetings in Response to COVID-19 Pandemic on May 20, 2021. The key measures are summarized as follows.

 

I.                Suspension Period: From May 24, 2021 to June 30, 2021, during which public companies shall not convene their annual general meetings (AGMs).

II.             Statutory requirements that companies listed on the Taiwan Stock Exchange (TWSE) and the Taipei Exchange (TPEx) must convene their AGMs by the end of June and the penalties for failure to meet such requirement are exempted.

III.           New date and venue of the AGM to be held in July or August are subject to the approval of the public company’s board of directors: The postponed AGMs of public companies shall be held on a date between July 1, 2021 and August 31, 2021, and the new date and venue of the AGM are subject to the approval of the public company’s board of directors.

IV.          Method for Issuing New AGM Announcement and Notice: Public companies shall, based on the shareholder roster in effect immediately before the book closure period of the original AGM, notify their shareholders of the re-scheduled AGM fifteen (15) days in advance of the new AGM via postcards or letters, and make the information public on the Market Observation Post System.

V.             The relevant preparatory procedures for AGMs (e.g., the implementation of the book closure period, the submission of shareholders' proposals, and the nomination of directors and supervisors) shall still be completed before the original date of the AGM; only the AGM itself shall be postponed to July or August.

VI.          The announcement of the information required to be made public on the original date of the AGM shall also be deferred to the new date of the AGM.

 

Based on the statistics of the Taiwan Depository & Clearing Corporation, a total of 1,931 companies listed on the TWSE and the TPEx had scheduled their AGMs between May 24, 2021 and June 30, 2021.  Those public companies shall postpone their AGM pursuant to the above-cited measures.

 

The Department of Commerce, the Ministry of Economic Affairs announced in the evening of May 20 that non-public companies, around 200,000 companies, can determine whether to convene the AGM in accordance with the Company Act or their Articles of Incorporation. That is, if a company’s Articles of Incorporation provide that the shareholders may attend the meeting via video conference, the company can determine whether to hold the meeting online or to apply for an extension with the competent authorities in accordance with the Company Act. However, if a company cannot convene the AGM or apply for an extension with the competent authorities due to the pandemic, the competent authorities will hold the less stringent position and not impose any penalties against such a violation.