論獨立董事與審計委員會之股東會召集權—— 以定暫時狀態處分與受任人義務為核心

Abstract

本文以近年光洋科、泰山等經營權爭奪事件為切入點，重新檢視我國股東臨時會召集權之制度設計與運作現況。表面上，召集權問題係屬「誰有權召集」之程序議題，實質上卻反映出公司治理架構中權力過度集中、監督機制失靈等深層結構性困境。舊法曾賦予個別獨立董事準用公司法第220條行使召集權，初衷在於補救董事會失能情形並提升監督機制之彈性，然而實務經驗卻顯示，獨立董事之「獨立性」常淪為形式，反遭控制股東利用而成為派系對抗之工具，導致雙胞股東會等紛爭重創公司治理秩序。 民國112年，證券交易法（下稱「證交法」）修正後，召集權改由審計委員會以合議方式行使，意圖以制度性程序控管防止濫權。然若審計委員會成員本身即為控制派系之延伸，則可能導致集體沉默與治理僵局。本文認為，召集權制度改革之重點不在於形式上的個人或合議體，而應落實受任人忠實義務之實質內涵，並引入司法可介入機制以防怠惰或濫權。 因此，本文主張可透過兩項制度補強：其一，法院應積極運用「定暫時狀態處分」於召集權爭議中，針對召集必要性與治理風險進行實質審查；其二，應建立審計委員會成員於重大之「不召集」情形下之受任人義務究責機制，避免權力行使與責任負擔失衡之情形常態化。藉由引介比較法經驗與代理成本理論，本文期盼能為我國股東會召集權制度提供一套更具實質功能與責任意識之改革思維，以回應公司治理實務之痛點與未來制度發展之需要。

This thesis critically examines the institutional design and practical operation of the convocation right for shareholders’ extraordinary meetings in Taiwanese listed companies, with a particular focus on recent control disputes, notably the Solar Applied Materials Technology Corp. and Taisun Enterprise Co., Ltd. cases. Although the issue ostensibly pertains to the procedural question of “who has the right to convene,” it reveals more fundamental deficiencies in the corporate governance structure—specifically, the power asymmetry between controlling shareholders and minority investors, and the erosion of effective oversight mechanisms. Traditionally, Taiwan’s regulatory regime allowed individual independent directors to convene shareholders’ meetings by analogy to Article 220 of the Company Act. This mechanism was originally designed to compensate for potential dysfunction within the board and to enable independent directors to function as institutional checks. However, real-world application has shown that so-called “independent” directors often lack true autonomy, being nominated and elected by controlling shareholders. The result is a form of procedural capture, where convocation rights become tools for factional warfare rather than instruments of governance stabilization. The phenomenon of “twin meetings” illustrates how a well-intentioned design may degenerate into a battleground for competing camps. In response to these governance failures, the 2023 amendment to the Securities and Exchange Act shifted the convocation power from individual directors to the audit committee as a collective body. While this reform has mitigated some misuse, it has simultaneously introduced a new dilemma: when the audit committee itself becomes a passive or co-opted entity, the collective mechanism can paralyze rather than activate governance responses. The mere formal shift in convocation authority, without reinforcing responsibility or judicial remedies, cannot resolve the systemic impasse. To address these challenges, this thesis proposes a dual approach. First, it underscores the importance of reinterpreting the convocation right through the lens of fiduciary duty. Regardless of whether the right is held individually or collectively, its exercise must align with the company’s best interests and withstand scrutiny under the duty of loyalty. Directors and audit committee members should be judicially accountable for omissions where failure to convene results in foreseeable harm or unjust enrichment of controlling interests. Second, this study identifies the judicial mechanism of “preliminary injunctions” as a critical but underutilized corrective tool. Courts should be encouraged to develop more predictable standards for issuing such orders, balancing the urgency of governance disputes against procedural due process. Through doctrinal analysis and comparative references to jurisdictions such as the UK and Singapore, this thesis argues for greater judicial activism in resolving convocation deadlocks. Ultimately, this research seeks to move beyond the surface of formal institutional design to grapple with the deeper problem of power-responsibility mismatch. Only by embedding real accountability and meaningful intervention channels into the convocation system can Taiwan’s corporate governance framework achieve a sustainable balance between control rights and shareholder participation.