28 Jul 2026 · Journal
Fiduciary notes for Taichung boards
Independent directors in mid-Taiwan groups are often related to someone in the room by marriage, school, or a long supply contract. That does not excuse a minute that says only “after discussion, approved.”
When a family still funds payroll through a holding-company loan, the board should record three things: that the loan exists, whether it will be subordinated, and who would be asked to inject if the next covenant test fails. Silence on the third point is how a later buyer’s counsel describes the board as asleep.
We are not your company secretary. We are a reconstruction studio. In the balance-sheet reconstruction program we practise a one-page minute annex: claims map, cash view date, and a list of what the board declined to promise lenders. Directors tell us it is the least elegant page and the one their counsel likes.
Taiwan’s Company Act and securities rules are not restated here; that is counsel’s job. What we insist on in English working papers is that related-party language is specific. “Support from the group” is not a number. “NT$ 12m remaining undrawn under the holding facility, cancellable on 30 days’ notice” is a number a credit committee can hate honestly.
If an independent director cannot obtain the related-party list, that fact belongs in the minute. It is uncomfortable. It is also cheaper than discovering the list in a buyer’s due diligence binder.