股東提案權與董事會審查權展之實證研究

An Empirical Study on the Shareholder Proposal Right and the Authority of the Board of Directors to Review

本文探討公司法第172條之1的股東提案權，以實證研究之方式觀察與分析我國股東提案之情形。從我國近年備受矚目之可成公司案為出發，探討「股東提案超過一案」之解釋。後續透過實證研究，統計我國2015年至2023年公開發行公司股東提案之情形，並且著重關注董事會是否將股東提案列入與排除提案的事由。本文研究發現，董事會審查後，有略高於一半的提案被列入股東會議案中，且在這些列入議案的提案中，有接近30％的提案表決通過，可以認為股東提案制度在促使股東積極參與公司經營上發揮了一定程度的助益；但仍然有不少的提案遭到排除，並以「非股東會所得決議」佔了多數不列入議案的理由。本文認為若能降低或消除使董事會濫行排除提案的情形，在制度設計上更為完善，將有助於股東提案榍制度發揮其功用。

This article explores shareholder proposal rights under Article 172-1 of the Company Act through an empirical study to observe and analyze shareholder proposals in Taiwan. Starting with the high-profile Catcher Technology Co., Ltd. case in recent years, it examines the interpretation of“multiple shareholder proposals.”Subsequently, through empirical research, the study statistically analyzes the shareholder proposals of public companies in Taiwan from 2015 to 2023, with a particular focus on whether the board of directors included or excluded the proposals and the reasons for such decisions.
The results of this study show that the exercise of shareholder proposal rights by shareholders of publicly issued companies from 2015 to 2023 has the following trends:
1. The number of shareholder proposals shows a slow upward trend.
2. Most shareholder proposals are individual proposals and natural person proposals.
3. The target companies of the proposals are highly concentrated, with companies receiving more proposals facing power struggles.
4. In terms of proposal content, types such as“dividends”and“dismissal of directors and supervisors”are the most common.
5. 54.42% of the proposals were included after review by the board of directors, and among the included proposals, the passing rate after voting at the shareholder meeting was 29.56%.
6. The main reason for the board of directors not including the proposal is“where the subject (the issue) of the said proposal cannot be settled or resolved by a resolution to be adopted at a meeting of shareholders,”with 84 out of 111 excluded proposals citing this reason.
Empirical research shows that, after review by the board, slightly more than half of the proposals were included in the agendas of shareholder meetings. Among these included proposals, nearly 30% were approved through voting, indicating that the shareholder proposal system has contributed to encouraging shareholder participation in corporate governance to a certain extent. However, many proposals were still excluded, with the most common reason being that they were deemed“not subject to resolution by the shareholders’meeting.”
This article concludes that reducing or eliminating the circumstances in which boards of directors arbitrarily exclude proposals would improve the institutional framework, thereby enabling the shareholder proposal system to better fulfill its intended function.