Corporate Information Governance
Date Issued
2015
Date
2015
Author(s)
Wang, Chung-Mei
Abstract
Since the Asian Financial Crisis in 1997 and the surge of corporate scandals in the U.S. between 2001 and 2002, such as the collapse of Enron, have led to a renewed interest in corporate governance internationally, namely how does company law deals with mismanagement and balances the interests of stakeholders in a company by adopting a range of mechanisms that can be described as a system of checks and balances. Improving transparency and disclosure are key steps to corporate governance as they can provide stakeholders with timely and accurate disclosure on all material matters of a company. According to Article 210 of Taiwan Company Act, any shareholder and any creditor of a company may request at any time, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect and to make copies of the Articles of Incorporation, the minutes of every meeting of the shareholders, the financial statements, the shareholders roster and the counterfoil of corporate bonds issued by the company. However, the scope of a company’s books and records that can be inspected and copied does not include the original date of the accounting books and records or financial and business conditions of an affiliated enterprise, which indicate the results of operations and the financial position of a company. Refer to the U.S. legislative experience, Companies Act 2006 and Hong Kong Companies Ordinance, we can find out that the shareholders roster and other corporate books and records should be transparent at a minimum level. Greater transparency in corporate books and records can give stakeholders the necessary knowledge to exercise their rights and protect their interests. What’s more, it can defer the directors or mangers of a company from wrongdoings. In addition, company registration is a key part of information disclosure regime. Whereas, the competent authority in Taiwan have no right to update or rectify the company registration records or documents, and there are still other ways to access corporate information, we need to rethink the function of company registration and to clarify the role that the competent authority should play in corporate information governance. Finally, this thesis will review the current legal mechanism of the corporate information right under Taiwan Company Act, and propose amendments base on the cases and theories discussing in previous chapters.
Subjects
company registration legislation
corporate information right
shareholders roster
inspection right
disclosure
affiliated companies
Type
thesis
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