從美國股東會電子投票制度論我國股東會電子投票制度之發展

A Study on the Development of the Taiwan’s Electronic Shareholder Voting System from the American Electronic Shareholder Voting System

股東會電子投票制度，係為因應電子傳輸科技之發展，而允許股東以電子方式行使其表決權，又電子投票制度與股東會電子通知和電子委託書制度關係密切，相輔相成，透過其所建構之股東會電子化機制，可降低股東會開會之成本，更有助於股東積極參與，從而改善公司之治理。
我國於二○○五年修正公司法條文，明文引進電子投票相關制度，增訂了關於股東會電子召集通知、電子委託書及電子投票等規定。惟電子投票制度於引進後成效不彰，公司法復於二○一二年一月強制符合一定條件之公開發行公司採取電子投票制度。有鑑於我國股東會電子投票制度之相關規範仍存有進一步改善之空間，本文因之觀察和分析美國股東會電子投票制度和其對美國公司治理之影響，並比較我國與美國關於該制度之法律規範，為我國將來改進相關規範時提出建議。

Electronic shareholder voting system refers to a system permitting shareholders exercise their voting rights by electronic means in order to reflect the development of the electronic transmission technologies. Electronic shareholder voting system has a close relationship with elec-tronic shareholder notice system and electronic proxy system. Through this electronic shareholder meeting mechanism formed by the above three systems, it can not only reduce the costs of the shareholder meet-ing but also encourage shareholder participation and improve the corpo-rate governance.
Taiwan introduced the related electronic voting system in 2005 by amending its company law to add electronic shareholder notice, elec-tronic proxy and electronic voting system into shareholder meeting mechanism. Such electronic voting system, however, did not work ef-fectively and had not been widely used by the public companies in practice. Taiwan thus amended its company law again on January, 2012 and forced the public companies which meet certain criteria to adopt electronic shareholder voting system. As there are still room for im-provement regarding the related rules of this new system in Taiwan, this article intends to provide some suggestions for improving the related regulations of Taiwan’s electronic shareholder voting system through analyzing the related regulations and cases of American electronic shareholder voting system and comparing the similarities and differ-ences of the electronic shareholder voting system between Taiwan’s regulations and American regulations.