|Abstract: ||自亞洲金融風暴後，顯示企業公司治理面諸多問題，為重拾社會大眾及投資人之信心，各國紛紛對公司治理之議題，表示高度重視。本文首先透過整理及分析公司法、證券交易法、證券主管機關訂定及頒佈之準則、命令，以說明我國公司治理之實質內涵 。|
Numerous problems of corporate governance have been revealed since the Asia Financial Crisis broke out. In order to regain the confidence of the community and investors, the Competent authority of each country start to put high attention on the issue of corporate governance. The study elaborates present essence of corporate governance by sorting through Company law, Securities and Exchange Act, the related codes and guidelines promulgated by securities authorities.
Practically, the operation of the board of directors plays an important role in corporate governance. According to the report on corporate governance in Asia in 2016 and the researches which investigated by the competent authority of listed companies, there is still much room for improvement on the management and operation of the board of directors of listed companies in Taiwan, the implementation of the internal control system, Corporate transparency and so on. As the result, the study agrees with the perspectives that it’s necessary to introduce professional secretarial system, so as to improve the relevant issues said so and essentially enhance current situation of corporate governance by assisting the board to play its functions.
Following, the study is going to analyze the positive effects that company’s secretary may do to improve and refine on the current situations of the corporate governance in Taiwanese enterprises. In addition, by studying comparative law, such as the company law of United Kingdom, of Singapore, of Hong Kong as a basis for introducing the system of company secretary, by interviewing those who have been working on the position for a long time to understand the practical problems and the gap between the theory and acting in the reality.
The last part of the study sets out eight major issues that need to be discuss in the process of legislation when introducing the system, including the company secretary’s position, name, qualification, legal authority and responsibility, its appointment and remuneration and the legislative mode. Under the each issue, the study collects the comparative analysis, sorts out the views and perspectives of scholars and practitioners, and then provides specific legislative proposals for each issue. Hope to enhance our corporate governance system through the introduction of the company secretary and to connect our enterprises to in line with the International world.