With two groups claiming management of Taiwan International Securities Corp (TISC, 金鼎證), the Financial Supervisory Commission (FSC) said yesterday it would not rule out petitioning the court to appoint a temporary manager for the securities firm.
An anticipated TISC board reshuffle on Tuesday ended inconclusively after the incumbent management, led by group chairman Chang Ping-chao (張平沼), and a new management team from its biggest shareholder, China Development Financial Holding Co (中華開發金控), held separate votes, with each side claiming to have won a majority of the nine available seats.
Citing Article 208-1 of the Company Act (公司法), the commission said in a press statement that it might ask the Securities and Futures Investors Protection Center to file a petition as an interested party and ask the court to appoint a temporary manager should Taiwan International Securities’ board of directors fail to exercise its power and authority and adversely affect the company’s day-to-day operations.
But officials at the commission’s Securities and Futures Bureau, who had conducted an inspection tour of the securities firm yesterday morning, said that the company’s operations and management appeared normal.
“We will weigh future developments and take the initiative in filing a petition if the company’s daily operations are in jeopardy or shareholder interests are harmed,” bureau deputy director-general Chang Li-chen (張麗真) told the Taipei Times by telephone.
The commission urged the two parties to be rational in dealing with the aftermath of the boardroom dispute, but both parties stuck to their guns yesterday.
In an exchange filing, China Development said its representatives had won seven seats on the board, including two independent directors, who then elected Willie Tsai (蔡維力) to be the securities firm’s new chairman.
“Our board makeup is legally binding,” Jack Wang (王克捷), a senior vice president at China Development, said by telephone.
He said the company had filed an application with the Ministry of Economic Affairs to approve the transfer of management at TISC.
Chang Ping-chao’s team, however, remained in charge of the securities firm’s operation yesterday.
“We haven’t made any changes to our operations and management,” TISC executive vice president Fred Chang (張慶隆) said by telephone.
In its exchange filing released late on Tuesday night, Chang Ping-chao’s team claimed that it won six board seats, including two independent directors, who then elected Chang Ping-chao’s son, Lawrence Chang (張元銘), to be the securities firm’s new chairman.
Chang Ping-chao said his door was open for negotiations — including on the board seats — with China Development if his rival management showed him respect and humility.
However, he would not hand over TISC’s management to China Development because of its poor record on running a securities business.
The two rival teams yesterday submitted their filings to the Ministry of Economic Affairs’ commerce department to justify their claims, but a department official said there were problems on both sides.
“Since the registration papers submitted by both parties are incomplete and we don’t know when each company will complete their respective filings, the ministry is unable to proceed with this matter right now,” section chief Lan Chung-chin (藍充金) said by telephone. “Since the registration process is incomplete, the current list of board of directors at Taiwan International Securities remains intact.”
The boardroom conflict was a replay of the fight between Chang Ping-chao and China Development under the leadership of Angelo Koo (辜仲瑩) three years ago when Chang took control of the firm by winning a slim majority of five board seats, while losing the remaining four to China Development.
Planning a hostile takeover, Koo told Dow Jones last month that China Development aimed to merge Taiwan International with its subsidiaries — Grand Cathay Securities Corp (大華證券) and KGI Securities Co (凱基證券), as well as newly acquired Taishin Securities Co (台証證券) — to create one integrated firm by the end of the year.
Chinese Nationalist Party (KMT) Legislator Chiu Yi (邱毅) yesterday questioned the financial regulator’s role, accusing FSC Chairman Sean Chen (陳冲) of siding with China Development because he had served as a chairman at KGI Securities.
ADDITIONAL REPORTING BY ELIZABETH TCHII
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