In response to the amendment of the Electronic Signatures Act on May 15, 2024, the Financial Supervisory Commission (the “FSC”) amended the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies  (the “Regulations”) on April 25, 2025. By adding Article 23-3, the amendment expressly stipulates that proxy solicitations conducted in accordance with the Regulations, as well as written documents not related to proxy solicitations, where signatures or seals are required, shall not be subject to the Electronic Signatures Act. Pursuant to the concurrently amended Article 24, the amendments of the Regulations took effect on May 17, 2025.

As early as 2021, the FSC had announced the exclusion of proxy instruments from the application of the Electronic Signatures Act. However, under Article 20 of the amended Electronic Signatures Act, any exclusions previously announced by administrative authorities under the pre-amendment Electronic Signatures Act would cease to apply one year after the amended Act came into force. To avoid a regulatory gap, the FSC has this time expressly excluded the application of the Electronic Signatures Act to shareholders’ meeting proxies by way of a regulatory order.

On February 25, 2025, Kao Ching-Ping, Deputy Director General of the Securities and Futures Bureau of the FSC, noted that  whether to allow the use of electronic signatures for proxy instruments would have far-reaching implications. After commissioning external research and consulting with relevant stakeholders—including industry participants, shareholder services agents, and distribution channel operators—the FSC concluded that, at the current stage, proxy instruments should not yet be permitted to adopt electronic signatures, for three main reasons:

1. the difficulty in verifying whether the signature was made by the shareholder himself/herself;
2. the potential ambiguity in determining the validity of proxy appointments if both paper-based and electronic methods were permitted concurrently, including issues of duplicate authorization; and
3. the FSC’s policy of encouraging shareholders to exercise their rights directly, such as through electronic voting mechanisms.

Therefore, in order to safeguard the rights and interests of issuers convening shareholders’ meetings, proxy solicitors, shareholders, and intermediary service providers handling solicitation matters, pending the completion of relevant supporting measures, the FSC has decided to continue the use of a physical proxy system.

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[1] Financial Supervisory Commission Order — Amendment to the “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies,” Executive Yuan Gazette https://gazette.nat.gov.tw/egFront/detail.do?metaid=156842&log=detailLog

[2] “Three Key Reasons Revealed for the FSC’s Decision to Disallow Electronic Proxies,” Commercial Times

https://www.ctee.com.tw/news/20250225701895-430301