論證券交易法第14條之4獨立董事股東會召集權之修法變革

有效率的公司治理制度為世界上所有資本市場共同追求的目標，因此內部監控制度極為重要。而世界上公司治理內部監控制度分為單軌制、雙軌制及混合制，均各有其優缺點，與各法域的資本市場架構規模息息相關，並無任一制度絕對優於其他制度。我國公司治理內部監控制度本為類似德國日本之雙軌制，公司設有監察人及董事會，由監察人獨立監督董事會。為因應國際資本市場趨勢，我國上市櫃公司由2006年開始引進由獨立董事組成之審計委員會，漸進式改革到2022年上市櫃公司已為單軌制。但由雙軌制之獨立執行職務監察人走向單軌合議之審計委員會制度引發適用問題，近年來經營權爭奪市場上由獨立董事單獨召開臨時股東會即為適例。2023年6月立法院通過修正證券交易法第14條之4準用公司法第220條之規定，限縮獨立董事單獨召集臨時股東會權限，但此一修法是否能強化我國公司治理，學者多有保留。本文觀察我國實務近年來關於獨立董事召開股東會之見解及參考外國法制，嘗試分析此一修法變革，並提出未來建議方向。

An efficient corporate governance system is a common goal pursued by all capital markets in the world. Therefore, internal monitoring mechanism are extremely curcial. Corporate governance internal monitoring mechanism are categorized to one-tier system, two-tier system and blended system. Each system has its advantage and disadvantages, which are related to its capital market structure in each jurisdiction, and no other system is absolutely superior to another. The Taiwanese internal corporate governance mechanism system was two-tier system, which is similiar to the Japanese and German system originally. The company has supervisors and a board of directors, and the supervisors independently supervise the board of directors.. In response to international capital market trends, the internal corporate governance system of the public listed companies in Taiwan shifted from two-tier to one-tier board in 2006, introducing audit committees composed of independent directors, which became comprehensive by 2022. The shift from the two-tier system, where independent supervisors perform supervising functions, to the one-tier system with audit committees has raised applicability issues. In recent years, amid corporate control management battles, it has become common for independent directors to convene extraordinary general meetings independently. This paper reviews the Securities and Exchange Act 2023 amendment to limit the right to convene shareholder meetings of the independent director and the court judgments towards it. There are many scholarly reservations regarding whether this amendment can strengthen corporate governance in our country, but it seems not optimistic. This paper introduces the right to convene shareholder meetings in Australian corporate law and argues that the core issues should be for a proper purpose and for the company's best interests. This amendment might fail to achieve its legislative goal. To achieve the goal, the content and standard of fiduciary duties and the right of shareholders to convene meetings should be examined to enhance the efficiency of the corporate governance system.