一、Restriction on the board of directors from shareholders
1、 Article 110 of the Corporation Law regulates that shareholders have the right to examine the company’s articles of association, minutes of shareholders’ general meeting and financial and accounting reports, and to make proposals or inquiries in respect of the company’s operation.
Since the separation of ownership and manageship, most shareholders can’t take part in company’s operation in person. When shareholders’ general meeting takes place, all proposals for voting are raised by the board of directors. So actually what shareholders can do is only to make their choice between approval and opposition. They can hardly come up with their own opinions. Although the Corporation Law has awarded shareholders the right of making proposals and inquiries, it fails to set concrete rules for them to follow. In accordance with the spirit of legislation, it is necessary to entitle shareholders to raise proposals and inquiries during the meeting and give them chances to express opinions about the company’s operation and management. By doing so, any decision made or proposals raised by the board of directors can be effectively supervised.
2、Article 104 of the Corporation Law regurates that shareholder holding ten per cent or more of the shares of the company may require the board of directors to hold interim shareholders’ general meeting.
The right to require the board of directors to hold interim shareholders’ general meeting is in the interest of shareholders . However, it doubts whether such right is a effective means to safeguard their rights. The problem is, if the board of directors refuses to hold the meeting on request of shareholders, then what can they do?
Article 173 of Taiwan’s corporation law regurates that shareholders holding three per cent or more of the shares of the company for at least one uninterrupted year may require the board of directors to hold interim shareholders’ general meeting with written proposals and corresponding reasons. Within fifteen days after such proposals have been raised,if the board of directors sends no notice of holding meeting, shareholders can report it to local governing administration and hold the meeting by themselves with administration’s permission. In my opinion, in order to safeguard shareholders’ interest, Taiwan’s practice should be learned. At the same time, attention should be paid as follows:
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