UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed
by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
The Taiwan Fund, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary
materials. |
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing. |
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Form, Schedule or Registration Statement No.:
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Date Filed:
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THE TAIWAN FUND, INC.
c/o State Street Bank and
Trust Company
P.O. Box 5049, One Lincoln
Street,
Boston, Massachusetts 02111-5049
For questions about the Proxy Statement, please
call (800) 426-5523
March 8, 2022
Dear Stockholder:
The Annual Meeting of Stockholders of The Taiwan Fund, Inc. (the
“Fund”) will be held at the offices of Clifford Chance US LLP, 2001
K Street NW, Washington D.C. 20006 on Tuesday, April 19, 2022
at 9:00 a.m., Eastern time. The Meeting will also be held
virtually. A Notice and Proxy Statement regarding the Meeting,
instructions for how to join the Meeting, the proxy card for your
vote, and a postage prepaid envelope in which to return your proxy
card are enclosed.
At the Meeting you, as a stockholder of the Fund, will be asked by
the Board of Directors to vote on one proposal: the election of
five Directors.
The Board of Directors recommends that you vote “FOR” the
Proposal.
Respectfully,
Brian F. Link
Secretary
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STOCKHOLDERS ARE STRONGLY URGED TO VOTE BY TELEPHONE, BY
INTERNET OR BY SIGNING AND MAILING THE ENCLOSED PROXY CARD IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE TO ENSURE A QUORUM AT THE
MEETING. |
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THE TAIWAN FUND, INC.
Notice of the Annual Meeting of
Stockholders
April 19, 2022
To the Stockholders of The Taiwan Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
“Meeting”) of The Taiwan Fund, Inc. (the “Fund”) will be held at
the offices of Clifford Chance US LLP, 2001 K Street NW, Washington
D.C. 20006 on April 19, 2022 at 9:00 a.m., Eastern time,
for the following purposes:
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To elect five Directors to serve for the ensuing year;
and
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To transact such other business as may properly come
before the Meeting or any adjournments thereof.
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The Board of Directors has fixed the close of business on
February 23, 2022 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting or
any adjournments thereof. The enclosed proxy is being solicited by
the Board of Directors of the Fund.
You are cordially invited to attend the Meeting. Stockholders that
attend the Meeting in person must provide proof of vaccination at
least 48 hours in advance. Please provide proof of vaccination to
DCReception1@CliffordChance.com.
The Fund and its management are sensitive to the health and travel
concerns of the Fund’s stockholders and the evolving
recommendations from public health officials. Due to the
difficulties arising from the novel coronavirus pandemic
(“COVID-19”), the Meeting
will also be conducted virtually. Any stockholder wishing to
participate in the Meeting by means of remote communication can do
so. If you were a record holder of Fund shares as of the record
date, February 23, 2022, please e-mail AST Fund Solutions, LLC (“AST”)
at attendameeting@astfinancial.com no later than 5
p.m. Eastern Time on April 18, 2022 to register. Please
include the Fund’s name in the subject line and provide your name
and address in the body of the e-mail. AST will then e-mail you the meeting login
information and instructions for attending and voting at the
Meeting.
If you held Fund shares through an intermediary, such as a
broker-dealer, as of the record date and you want to participate in
the Meeting, please e-mail
AST at attendameeting@astfinancial.com no later than 5 p.m.
Eastern Time on April 18, 2022 to register. Please include the
Fund’s name in the subject line and provide your name, address and
proof of ownership as of February 23, 2022 from your
intermediary. Proof of ownership can be in the form of a copy/photo
of your brokerage statement or your vote instruction form, or a
letter from your intermediary. Please be aware that if you wish to
vote at the Meeting you must first obtain a legal proxy from your
intermediary reflecting the Fund’s name, the number of Fund shares
you held and your name and e-mail address. You may forward an
e-mail from your
intermediary containing the legal proxy or attach an image of the
legal proxy via e-mail to
AST at attendameeting@astfinancial.com and put “Legal
Proxy” in the subject line. AST will then e-mail you the meeting login
information and instructions for voting during the Meeting.
Stockholders who do not expect to participate in the Meeting in
person are requested to vote by telephone, by Internet or by
completing, dating and signing the enclosed form of proxy and
returning it promptly in the envelope provided for that
purpose.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE MEETING ON APRIL 19, 2022:
This Notice and the Proxy Statement are available on the Internet
at https://www.proxy-direct.com/twn-32649.
By order of the Board of Directors
BRIAN F. LINK
Secretary
March 8, 2022
PROXY STATEMENT
THE TAIWAN FUND, INC.
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Taiwan
Fund, Inc. (the “Fund” or “Corporation”) for use at the Annual
Meeting of Stockholders (the “Meeting”), to be held at the offices
of Clifford Chance US LLP, 2001 K Street NW, Washington D.C. 20006
on April 19, 2022 at 9:00 a.m., Eastern time, and at any
adjournments thereof. The Meeting will also be held virtually.
This Proxy Statement and the form of proxy card are being mailed to
stockholders on or about March 8, 2022. Any stockholder
giving a proxy has the power to revoke it by executing a
superseding proxy by phone, Internet or mail following the process
described on the proxy card or by submitting a notice of revocation
to the Fund prior to the date of the Meeting or at the Meeting. All
properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made,
FOR the Proposal. If your shares are held by a broker and you do
not instruct your broker how you want your shares to be voted, your
shares will be voted as specified by the broker on the
Proposal.
The presence at the Meeting or by proxy of stockholders entitled to
cast one third of the votes entitled to be cast thereat constitutes
a quorum at all meetings of the stockholders. For purposes of
determining the presence of a quorum for transacting business at
the Meeting, executed proxies returned without marking a vote on
the Proposal will be treated as shares that are present for
quorum purposes. Abstentions are included in the determination of
the number of shares present at the Meeting for purposes of
determining the presence of a quorum. If a stockholder is
present at the Meeting but does not cast a vote, the
stockholder’s shares will count towards a
quorum but will have no effect on the Proposal. In the
event a quorum is not present at the Meeting, or in the event that
a quorum is present at the Meeting but sufficient votes to approve
any of the proposed items are not received, holders of a majority
of the stock present at the Meeting or by proxy have power to
adjourn the meeting from time to time to a date not more than 120
days after the original record date without notice other than
announcement at the Meeting. The chairman of the Meeting also may
adjourn the Meeting from time to time. Any adjournment may be made
to a date not more than 120 days after the original record date
without notice other than announcement at the Meeting. If a quorum
is present, a stockholder vote may be taken on the Proposal in this
Proxy Statement prior to any such adjournment if sufficient votes
have been received for approval and it is otherwise appropriate. At
such adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the Meeting
as originally notified. The Fund may set a subsequent record date
and give notice of it to stockholders, in which case the meeting
may be held not more than 120 days beyond the subsequent record
date.
The Board of Directors has fixed the close of business on
February 23, 2022 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting and
at any adjournments thereof. Stockholders on the record date will
be entitled to one vote for each share held, with no shares having
cumulative voting rights. As of the record date, the Fund had
outstanding 7,470,494 shares of common stock.
Management of the Fund knows of no item of business other than the
item mentioned in Proposal 1 of the Notice of Meeting that
will be eligible to be presented for consideration at the Meeting.
If any other matter is properly presented, it is the intention of
the persons named in the enclosed proxy to vote in accordance with
their best judgment.
The Fund will furnish, without charge, a copy of its semi-annual
report for the period ended February 28, 2022 or its annual
report for the fiscal year ended August 31, 2021 to any
stockholder requesting such report. Requests for the semi-annual or
annual reports should be made in writing to The Taiwan Fund, Inc.,
c/o State Street Bank and Trust Company,
P.O. Box 5049, One Lincoln Street, Boston, Massachusetts
02111, Attention: Brian F. Link, or by accessing the Fund’s website
at www.thetaiwanfund.com or by calling (800) 426-5523.
IMPORTANT INFORMATION
The Proxy Statement discusses important matters affecting the Fund.
Please take the time to read the Proxy Statement, and then cast
your vote. You may obtain additional copies of the Notice
of Meeting, Proxy Statement and form of proxy card by calling
(800) 426-5523 or by
accessing https://www.proxy-direct.com/twn-32649.
There are multiple ways to vote. Choose the method that is most
convenient for you. To vote by telephone or Internet, follow the
instructions provided on the proxy card. To vote by mail, simply
fill out the proxy card and return it in the enclosed postage-paid
reply envelope. Please do not return your proxy card if you vote
by telephone or Internet. To vote at the Meeting, participate
in the Meeting and cast your vote. The Meeting will be held at the
offices of Clifford Chance US LLP, 2001 K Street NW, Washington
D.C. 20006 on April 19, 2022 at 9:00 a.m., Eastern time.
The Meeting will also be held virtually.
ELECTION OF DIRECTORS
Persons named in the accompanying form of proxy intend in the
absence of contrary instruction to vote all proxies for the
election of the five nominees listed below as Directors of the Fund
to serve for the next year, or until their successors are elected
and qualified. Each of the nominees for Director has consented to
be named in this Proxy Statement and to serve as a director of the
Fund if elected. The Board of Directors of the Fund has no reason
to believe that any of the nominees named below will become
unavailable for election as a Director, but if that should occur
before the Annual Meeting for the Fund, the persons named as
proxies in the proxy cards will vote for such persons as the Board
of Directors of the Fund may recommend. None of the Directors is an
“interested person” of the Fund (as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the “1940 Act”) (each an “Independent Director”)).
Information Concerning the Nominees
The following table sets forth certain information concerning each
of the nominees as a director. Each nominee is currently serving as
a director of the Fund.
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Name (Age) and
Address of
Directors*
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Position(s)
Held with
Fund
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Director
Since
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Principal
Occupation(s) or
Employment During
Past Five Years
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Number of
Funds in
the
Complex(1)
Overseen
by the
Director
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Other
Directorships/
Trusteeships in
Publicly Held
Companies
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| William C. Kirby (71) |
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Chairman of the Board and Director |
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2013 |
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T. M. Chang Professor of China Studies
(2006-present); Spangler Family Professor of Business
Administration (2006-present); Chairman, Harvard China Fund
(2006-present); Harvard University Distinguished Service Professor
(2006-present); and Director, John K. Fairbank Center for Chinese
Studies, Harvard University (2006-2014). |
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Cabot Corporation. |
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Anthony S. Clark, CFA (69) |
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Director |
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2017 |
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Managing Member, Innovation Capital Management,
LLC (2016 to present); Chief Investment Officer of the Pennsylvania
State Employees’ Retirement System (2010 to 2013); Deputy Chief
Investment Officer of the Pension Benefit Guaranty Corporation
(PBGC) (2009 to 2011). |
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Director, Aberdeen Japan Equity Fund, Inc. |
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| Thomas G. Kamp, CFA (60) |
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Director |
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2018 |
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President, Chief Investment Officer and |
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None. |
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Name (Age) and
Address of
Directors*
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Position(s)
Held with
Fund
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Director
Since
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Principal
Occupation(s) or
Employment During
Past Five Years
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Number of
Funds in
the
Complex(1)
Overseen
by the
Director
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Other
Directorships/
Trusteeships in
Publicly Held
Companies
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Director, Cornerstone Capital Management LLC (2006-2016).
Chairperson, Finley’s Barkery, SBC (2020 – present).
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| Warren J. Olsen (65) |
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Director |
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2018 |
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Chairman and Chief Investment Officer, SCB Global
Capital Management (2014-present); Vice Chairman and Chief
Investment Officer, First Western Financial Inc. (2002-2014). |
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Aetos Multi-Strategy Arbitrage Fund, LLC; Aetos
Distressed Investment Strategies Fund, LLC; Aetos Long/Short
Strategies Fund, LLC. |
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| Shelley E. Rigger (59) |
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Director |
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2016 |
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Brown Professor of East Asian Politics, Davidson
College (1993-present). |
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None. |
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For purposes of Fund business, all Directors may be
contacted at the following address: c/o State Street
Bank & Trust Company, One Lincoln Street, P.O. Box 5049,
Boston, MA 02110.
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The term “Fund Complex” means two or more registered
investment companies that share the same investment adviser or
principal underwriter or hold themselves out to investors as
related companies for the purposes of investment and investor
services.
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Leadership Structure and Board of Directors
The Board has general oversight responsibility with respect to the
business and affairs of the Fund. The Board is responsible for
overseeing the operations of the Fund in accordance with the laws
of Maryland, the provisions of the 1940 Act, other applicable laws
and the Fund’s Amended Articles of Incorporation. The Board is
currently composed of five Independent Directors and one of the
Independent Directors serves as Chairman of the Board.
Generally, the Board acts by majority vote of all of the Directors,
including a majority vote of the Independent Directors if required
by applicable law. The Fund’s day-to-day operations are
currently managed by Allianz Global Investors U.S. LLC (the
“Adviser”) and other service providers who have been approved by
the Board. The Board meets periodically throughout the year to
oversee the Fund’s activities, review contractual arrangements with
service providers, oversee compliance with regulatory requirements
and review performance. The Board has determined that its
leadership structure is appropriate given the size of the Board,
the fact that all of the Directors are not interested persons, and
the nature of the Fund.
The existing Directors were selected to serve and continue to serve
on the Board, based upon their skills, experience, judgment,
analytical ability, diligence, ability to work effectively with
other Directors and a commitment to the interests of stockholders
and a demonstrated willingness to take an independent and
questioning view of management. Each existing Director also has
considerable familiarity with the Fund and State Street Bank and
Trust Company (the “Administrator”), and its operations, as well as
the special regulatory requirements governing registered investment
companies and the special responsibilities of investment
company
directors, all as a result of their prior service as a Director of
the Fund and, in several cases, as directors of other investment
companies. In addition to those qualifications, the following is a
brief summary of the specific experience, qualifications or skills
that led to the conclusion that as of the date of this proxy
statement, each person identified below should serve as a Director
for the Fund. References to the qualifications, attributes and
skills of the Directors are pursuant to requirements of the
Securities and Exchange Commission (“SEC”), and do not constitute a
holding out by the Board or any Director as having any special
expertise and should not be considered to impose any greater
responsibility or liability on any such person or on the Board by
reason thereof than the normal responsibility and liability of an
investment company board member or board. As required by rules the
SEC has adopted under the 1940 Act, the Fund’s Independent
Directors select and nominate all candidates for Independent
Director positions.
William C. Kirby. Mr. Kirby has served as a Director of
the Fund since 2013. He is T. M. Chang Professor of China Studies
at Harvard University and Spangler Family Professor of Business
Administration at Harvard Business School. Mr. Kirby is a
historian of modern China, whose work examines China’s business,
economic and political development in an international context. He
has served the academic community for over 32 years. Mr. Kirby
joined Harvard University in 1992, where he currently serves
various positions including Chairman of the Harvard China Fund. He
has also served as the Director of the John K. Fairbank Center for
Chinese Studies, Dean of the Faculty of Arts and Sciences, Chair of
the Council on East Asian Studies and the Director of the National
Resource Center for East Asia for Harvard University. Prior to
joining Harvard University, Mr. Kirby served as the Dean of
the University College, Director of Asian Studies and Director of
International Affairs at Washington University. Mr. Kirby has
published numerous books and articles related to Chinese business
and history.
Anthony S. Clark, CFA. Mr. Clark has served as a
Director of the Fund since 2017. He is Managing Member of
Innovation Capital Management, LLC since 2016. Mr. Clark
served as Chief Investment Officer of the Pennsylvania State
Employees’ Retirement System from 2010 to 2013 and Deputy Chief
Investment Officer of the Pension Benefit Guaranty Corporation
(PBGC) from 2009 to 2011. Prior to PBGC, Mr. Clark served as
Director of Global Equities in the Investment Department of the
Howard Hughes Medical Institute (1995 to 2008). Mr. Clark also
serves as Director on the board of Aberdeen Japan Equity Fund,
Inc.
Thomas G. Kamp, CFA. Mr. Kamp has served as a Director
of the Fund since 2018. He served as President, Chief Investment
Officer and Director of Cornerstone Capital Management LLC from
2006 to 2016. Prior to that, Mr. Kamp was Senior Vice
President, Portfolio Manager and manager of Alliance Bernstein’s
and Alliance Capital’s Minneapolis office.
Warren J. Olsen. Mr. Olsen has served as a Director of
the Fund since 2018. He is Chairman and Chief Investment Officer at
SCB Global Capital Management. Mr. Olsen served as Vice
Chairman and Chief Investment Officer at First Western Financial
Inc. between 2002 and 2014. He also served as President and CEO of
IBJ Whitehall Asset Management from 1999 to 2002 and President of
Morgan Stanley Funds from 1988 to 1997. Mr. Olsen also serves
on the boards of Aetos Multi-Strategy Arbitrage Fund, LLC, Aetos
Distressed Investment Strategies Fund, LLC and Aetos Long/Short
Strategies Fund, LLC.
Shelley E. Rigger. Ms. Rigger has served as a Director
of the Fund since 2016. She has been the Brown Professor of East
Asian Studies at Davidson College since 1993. Ms. Rigger has
been a visiting Associate Professor at Fudan University’s School of
International Relations and Public Administration in Shanghai, a
scholar at National Chengchi University in Taiwan, and a Fulbright
Senior Scholar at National Taiwan University. Ms. Rigger
graduated magna cum laude from Princeton University’s School of
Public and International Affairs. She also holds a Ph.D. from
Harvard University’s Department of Government with fields of
specialization in comparative politics, Chinese politics, American
politics and government and political anthropology. Ms. Rigger
has published several books and numerous articles related to
Taiwanese and Chinese politics, history and business as well as
relations among the United States, Taiwan and mainland China. In
2021 she published The Tiger Leading the Dragon: How Taiwan
Propelled China’s Economic Rise.
The Fund does not have a policy regarding Board member’s attendance
at the Annual Meeting of Stockholders. However, all of the
Directors of the Board attended the 2021 Annual Meeting of
Stockholders.
The Board of Directors of the Fund held five regular meetings
during the fiscal year ended August 31, 2021. For the fiscal
year ended August 31, 2021, each Director attended at least
seventy-five percent of the aggregate number of meetings held
during the fiscal year of the Board and of any committee on which
he or she served.
Audit Committee. The Fund’s Board of Directors has a
separately designated Audit Committee established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), which is responsible for
reviewing financial and accounting matters. The Fund’s Audit
Committee is composed of directors who are independent (as defined
in the New York Stock Exchange, Inc. (“NYSE”) listing standards, as
may be modified or supplemented) and not interested persons of the
Fund (as defined in Section 2(a)(19) of the 1940 Act) and its
actions are governed by the Fund’s Audit Committee Charter, which
is posted on the Fund’s website (www.thetaiwanfund.com). The
current members of the Audit Committee are Messrs. Clark,
Kamp, Kirby and Olsen and Ms. Rigger, with Mr. Kamp
serving as Chairman. The Audit Committee convened four times during
the fiscal year ended August 31, 2021. The Fund’s Board of
Directors has designated Mr. Kamp, an Independent Director, as
an audit committee financial expert.
Nominating Committee. The Fund’s Board of Directors has a
Nominating Committee, which is responsible for recommending
individuals to the Board for nomination as members of the Board and
its Committees. The Fund’s Nominating Committee is composed of
directors who are independent as independence is defined in the
NYSE’s listing standards, as may be modified or supplemented, and
are not interested persons of the Fund (as defined in
Section 2(a)(19) of the 1940 Act) and its actions are governed
by the Fund’s Nominating Committee Charter, which is posted on the
Fund’s website (www.thetaiwanfund.com). Currently, the Nominating
Committee does not solicit recommendations for nominees from
stockholders. The Nominating Committee believes that it is not
necessary to have such a policy because the Board has had no
difficulty identifying qualified candidates to serve as Directors.
The Nominating Committee evaluates a candidate’s qualifications for
Board membership and the candidate’s independence from the Fund’s
advisers and other principal service providers. The Nominating
Committee does not have specific minimum qualifications that must
be met by candidates recommended by the Nominating Committee and
there is not a specific process for identifying such candidates. In
nominating candidates, the Nominating Committee takes into
consideration such factors as it deems appropriate. These factors
may include judgment, skill, diversity, experience with businesses
or other organizations of comparable size, the interplay of the
candidate’s experience with the experience of other Board members,
requirements of the NYSE and the SEC to maintain a minimum number
of independent or non-interested directors, requirements
of the SEC as to disclosure regarding persons designated as having
financial expertise on the Fund’s audit committee and the extent to
which the candidate generally would be a desirable addition to the
Board and any committees of the Board. The Committee believes the
Board generally benefits from diversity of background, experience
and views among its members, and considers this a factor in
evaluating the composition of the Board, but has not adopted any
specific policy in this regard. The current members of the
Nominating Committee are Messrs. Clark, Kamp, Kirby and Olsen
and Ms. Rigger, with Ms. Rigger serving as Chair. The
Nominating Committee met two times during the fiscal year ended
August 31, 2021.
Valuation Committee. The Fund’s Board of Directors has a
Valuation Committee which is responsible for establishing and
monitoring policies and procedures reasonably designed to ensure
that the Fund’s assets are valued appropriately, objectively and
timely, reflecting current market conditions. The current Directors
who are members of the Valuation Committee are Messrs. Clark, Kamp,
Kirby and Olsen and Ms. Rigger, with Mr. Clark serving as
Chairman. The Valuation Committee met one time during the fiscal
year ended August 31, 2021.
Discount Management Committee. The Fund’s Board of Directors
has a Discount Management Committee which is responsible for
overseeing and evaluating the Fund’s discount. The current members
of the Discount Management Committee are Messrs. Clark, Kamp, Kirby
and Olsen and Ms. Rigger, with Mr. Kirby serving as
Chairman. The Discount Management Committee met four times during
the fiscal year ended August 31, 2021.
Risk Oversight
The day-to-day operations of the
Fund, including the management of risk, are performed by third
party service providers, such as the Fund’s Adviser and
Administrator. The Directors are responsible for overseeing the
Fund’s
service providers and thus have oversight responsibilities with
respect to risk management performed by those service providers.
Risk management seeks to identify and address risks, i.e., events
or circumstances that could have material adverse effects on the
business, operations, stockholder services, investment performance
or reputation of the Fund. The Fund and its service providers
employ a variety of processes, procedures and controls to identify
certain of those possible events or circumstances, to lessen the
probability of their occurrence and/or to mitigate the effects of
such events or circumstances if they do occur.
Not all risks that may affect the Fund can be identified nor can
controls be developed to eliminate or mitigate their occurrence or
effects. It may not be practical or cost effective to eliminate or
mitigate certain risks, the processes and controls employed to
address certain risks may be limited in their effectiveness, and
some risks are simply beyond the reasonable control of the Fund or
the Adviser or other service providers. Moreover, it is necessary
to bear certain risks (such as investment-related risks) to achieve
the Fund’s goals. As a result of the foregoing and other factors,
the Fund’s ability to manage risk is subject to substantial
limitations.
Risk oversight forms part of the Board’s general oversight of the
Fund and is addressed as part of various Board and Committee
activities. As part of its regular oversight of the Fund, the
Board, directly or through a Committee, interacts with and reviews
reports from, among others the Fund’s Adviser, the Fund’s
Administrator, the Fund’s chief compliance officer and its
independent registered public accounting firm, as appropriate,
regarding risks faced by the Fund. The Board is responsible for
overseeing the nature, extent and quality of the services provided
to the Fund by the Adviser and receives information about those
services at its regular meetings. In addition, on an annual basis,
in connection with its consideration of whether to renew the
Advisory Agreement, the Board meets with the Adviser to review the
services provided. Among other things, the Board regularly
considers the Adviser’s adherence to the Fund’s investment
restrictions and compliance with various Fund policies and
procedures and with applicable securities regulations. The Board
has appointed a chief compliance officer who oversees the
implementation and testing of the Fund’s compliance program and
reports to the Board regarding compliance matters for the Fund and
its service providers. The Board, with the assistance of the
Adviser, reviews investment policies and risks in connection with
its review of the Fund’s performance. In addition, as part of the
Board’s oversight of the Fund’s advisory and other service provider
agreements, the Board may periodically consider risk management
aspects of their operations and the functions for which they are
responsible.
Stockholder Communications
Stockholders may send communications to the Fund’s Board of
Directors by addressing the communication directly to the Board (or
individual Board members) and/or clearly indicating that the
communication is for the Board (or individual Board members). The
communication may be sent to either the Fund’s office or directly
to such Board member(s) at the address specified for each Director
above. Other stockholder communications received by the Fund not
directly addressed and sent to the Board will be reviewed and
generally responded to by management, and will be forwarded to the
Board only at management’s discretion based on the matters
contained therein.
Officers of the Fund
The following table provides information concerning each of the
officers of the Fund.
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Name, Address, and Age
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Position(s)
Held with
the
Fund
|
|
Since
|
|
Principal Occupation(s) or Employment
During Past Five Years
|
|
Aiden Redmond (56)
Allianz Global Investors U.S. Holdings LLC
1633 Broadway
New York, NY 10019
|
|
President |
|
January 2021 |
|
Managing Director, Head of Institutional, North
America, with Allianz Global Investors U.S. Holdings LLC
(2018-present); Managing Director and Head of Institutional at
Morgan Stanley Investment Management (2014-2018). |
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Name, Address, and Age
|
|
Position(s)
Held with the
Fund
|
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Since
|
|
Principal Occupation(s) or Employment
During Past Five Years
|
|
|
|
|
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Monique Labbe (48)
Foreside Fund Officer Services, LLC
10 High Street, Suite 302
Boston, MA 02110
|
|
Treasurer |
|
2017 |
|
Senior Director, Foreside Fund Officer Services,
LLC (2014-present). |
|
|
|
|
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Brian F. Link (49)
State Street Bank and Trust Company
One Lincoln Street
SFC0805
Boston, MA 02111
|
|
Secretary |
|
2014 |
|
Vice President and Managing Counsel, State Street
Bank and Trust Company (2007-present). |
|
|
|
|
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Patrick Keniston (58)
Foreside Fund Officer Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
|
|
Chief Compliance Officer |
|
2015 |
|
Managing Director of Foreside Fund Officer
Services LLC, (2008-present). |
Ownership of Securities
The following table sets forth information regarding the ownership
of securities in the Fund by the nominees for Director as of
January 31, 2022. Each nominee is also currently a Director of
the Fund.
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Name of Director
|
|
Dollar Range of Equity
Securities in the Fund |
|
Aggregate Dollar Range of Equity
Securities in All Funds
Overseen or to be Overseen by
Director in
the Fund Complex (1) |
|
Anthony S. Clark, CFA
|
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$10,001-$50,000 |
|
$10,001-$50,000 |
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Thomas G. Kamp, CFA
|
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$Over $100,000 |
|
$Over $100,000 |
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William C. Kirby
|
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$50,001-$100,000 |
|
$50,001-$100,000 |
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Warren J. Olsen
|
|
$10,001-$50,000 |
|
$10,001-$50,000 |
|
Shelley E. Rigger
|
|
$10,001-$50,000 |
|
$10,001-$50,000 |
| (1) |
The term “Fund Complex” means two or more registered
investment companies that share the same investment adviser or
principal underwriter and hold themselves out to investors as
related companies for the purposes of investment and investor
services. The Fund is the only investment company in the Fund
Complex.
|
No Director or any immediate family member of a Director, owned
securities in the Fund’s Adviser, or a person directly or
indirectly controlling, controlled by, or under common control with
the Adviser.
Transactions with and Remuneration of Officers and
Directors
The aggregate remuneration, including expenses relating to
attendance at board meetings reimbursed by the Fund, paid in cash
to Directors not affiliated with the Adviser, was $280,000 during
the fiscal year ended August 31, 2021. During the fiscal year
ended August 31, 2021, the Fund paid each Director that is not
affiliated with the Fund’s Adviser an annual fee of $20,000 plus
$2,000 for each Board meeting and committee meeting attended and
each of the Chairman of the Board and the Chairman of the Audit
Committee each an additional $10,000 a year for his service.
Effective September 1, 2021, the annual fee is $30,000
($40,000 for the Chairman of the Board and the Chairman of the
Audit Committee) plus a fee of $6,000 for attending the quarterly
Board and Committee meetings. The Fund pays each Director $2,000
for any meetings held on days separate from the quarterly Board
meeting.
The following table sets forth the aggregate compensation from the
Fund paid to each director during the fiscal year ended
August 31, 2021, as well as the total compensation earned by
each director from the Fund Complex.
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Name of Director
|
|
Aggregate
Compensation
From Fund(1) |
|
|
Pension or Retirement
Benefits Accrued
As Part of Fund
Expenses |
|
|
Estimated
Annual Benefits
Upon Retirement |
|
|
Total Compensation
From Fund and
Fund Complex Paid
To Directors(2) |
|
|
Anthony S. Clark, CFA
|
|
$ |
52,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
52,000 |
|
|
Thomas G. Kamp, CFA
|
|
$ |
62,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
62,000 |
|
|
William C. Kirby
|
|
$ |
62,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
62,000 |
|
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Warren J. Olsen
|
|
$ |
52,000 |
|
|
|
— |
|
|
|
— |
|
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$ |
52,000 |
|
|
Shelley E. Rigger
|
|
$ |
52,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
52,000 |
|
| (1) |
Includes compensation paid to Directors by the Fund.
The Fund’s Directors did not receive any pension or retirement
benefits as compensation for their service as Directors of the
Fund.
|
| (2) |
There is one fund in the Fund Complex overseen by the
Directors.
|
Required Vote
Election of the listed nominees for Director requires the
affirmative vote of the holders of a majority of the shares of
common stock of the Fund cast at the Meeting. Pursuant to the
Fund’s By-Laws, any
Director who is nominated for re-election at the Meeting and is not
re-elected at the Meeting
will be deemed to have tendered to the Board of Directors his or
her resignation as a Director, with such resignation to take effect
30 days after the date of the Meeting unless the Board of Directors
unanimously decides to reject that Director’s tender of
resignation, in which case the Director will continue in office
until his or her death, resignation or removal or until his or her
successor has been elected and has been qualified.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE
“FOR” THE ELECTION OF THE FIVE NOMINEES FOR DIRECTOR NAMED IN THIS
PROXY STATEMENT.
GENERAL INFORMATION
Investment Adviser
Allianz Global Investors U.S. LLC (“Allianz”) acts as the Adviser
to the Fund pursuant to an Investment Advisory Agreement, dated
June 1, 2019. The principal business address of the Adviser is
1633 Broadway, New York, NY 10019.
Fund Administration
State Street Bank and Trust Company acts as Administrator to
the Fund pursuant to an Administration Agreement between the
Administrator and the Fund. The principal business address of the
Administrator is State Street Financial Center, One Lincoln Street,
Boston, Massachusetts 02111.
Independent Registered Public Accounting Firm
Tait Weller serves as the Fund’s independent registered public
accounting firm, auditing and reporting on the annual financial
statements of the Fund and reviewing certain regulatory reports and
the Fund’s federal income tax returns. Tait Weller also performs
other professional audit and certain allowable non-audit services, including tax
services, when the Fund engages it to do so. Representatives of
Tait Weller are not expected to be available at the Meeting.
The engagement of Tait Weller as the Fund’s independent registered
public accounting firm was approved by the Audit Committee of the
Board of Directors and ratified by the full Board of Directors.
Audit Fees. For the fiscal years ended August 31,
2021 and August 31, 2020, Tait Weller billed the Fund
aggregate fees of $53,000 and $53,000, respectively, for
professional services rendered for the audit of the Fund’s annual
financial statements and review of financial statements included in
the Fund’s annual report to stockholders.
Audit-Related Fees. For the fiscal years ended
August 31, 2021 and August 31, 2020, Tait Weller billed
the Fund aggregate fees of $0 and $0, respectively, for assurances
and related services that are reasonably related to the performance
of the audit or review of the Fund’s financial statements and are
not reported under the section Audit Fees above. Audit-Related
Fees represent procedures applied to the semi-annual financial
statement amounts (reading the semi-annual report and valuation and
existence procedures on investments) as requested by the Fund’s
Audit Committee.
Tax Fees. For the fiscal years ended August 31,
2021 and August 31, 2020, Tait Weller billed the Fund
aggregate fees of $13,200 and $13,200, respectively, for
professional services rendered for tax compliance, tax advice, and
tax planning. The nature of the services comprising the Tax Fees
was the review of the Fund’s income tax returns and tax
distribution requirements.
All Other Fees. For the fiscal years ended
August 31, 2021 and August 31, 2020, Tait Weller did not
bill the Fund any fees for products and services other than those
disclosed above.
The Fund’s Audit Committee Charter requires that the Audit
Committee pre-approve all
audit and non-audit
services to be provided to the Fund by the Fund’s independent
registered public accounting firm; provided, however, that the
pre-approval requirement
with respect to non-auditing services to the Fund may
be waived consistent with the exceptions provided for in the
Exchange Act. All of the audit and tax services described above for
which Tait Weller billed the Fund fees for the fiscal years ended
August 31, 2021 and August 31, 2020 were pre-approved by the Audit Committee.
For the fiscal years ended August 31, 2021 and August 31,
2020, the Fund’s Audit Committee did not waive the pre-approval requirement of any
non-audit services to be
provided to the Fund by Tait Weller.
Tait Weller did not bill any non-audit fees for services rendered to
the Fund’s Adviser, or any entity controlling, controlled by, or
under the common control with the Adviser that provides ongoing
services to the Fund, for the fiscal years ended August 31,
2021 and August 31, 2020.
Audit Committee Report
The Audit Committee has reviewed and discussed the Fund’s audited
financial statements for the fiscal year ended August 31, 2021
with management of the Fund and with Tait Weller, and has discussed
with Tait Weller the matters required to be discussed by Public
Company Accounting Oversight Board (“PCAOB”) Standard No. 16
(Communication with Audit Committees), as may be modified or
supplemented. The Audit Committee has received the written
disclosures and the letter on auditor independence from Tait Weller
required by PCAOB Rule 3526 (Communications with Audit Committees
Concerning Independence), as may be modified or supplemented, and
has discussed with Tait Weller its independence. Based on the Audit
Committee’s review and discussions referred to in the two preceding
sentences, the Audit Committee recommended to the Board of
Directors that the audited financial statements of the Fund for the
fiscal year ended August 31, 2021 be included in its annual
report to stockholders and the Fund’s annual report filed with the
SEC.
Anthony S. Clark, CFA Member of the Audit Committee
Thomas G. Kamp, CFA Chairman of the Audit Committee
William C. Kirby, Member of the Audit Committee
Shelley E. Rigger, Member of the Audit Committee
Warren J. Olsen, Member of the Audit Committee
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
Set forth below is information with respect to persons who are
registered as beneficial owners of more than 5% of the Fund’s
outstanding shares as of February 23, 2022.
|
|
|
|
|
|
|
|
Title Of Class
|
|
Name and Address
|
|
Shares |
|
Percent
of Class |
|
Common Stock
|
|
CEDE & CO
Bowling Green STN
P. O. Box 20
New York, NY 10274-0020
|
|
7,439,218 |
|
99.6% |
The shares held by Cede & Co. include the accounts set
forth below. This information is based on publicly available
information such as Schedule 13D and 13G disclosures filed with the
SEC or other similar regulatory filings from foreign
jurisdictions.
|
|
|
|
|
|
|
|
Title Of Class
|
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percent
of Class |
|
Common Stock
|
|
City of London
77 Gracechurch Street,
London England
EC3V OAS
|
|
Has sole power to vote and dispose of
2,853,532 shares |
|
38.21% |
|
|
|
|
|
Common Stock
|
|
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112
|
|
Has sole power to vote and dispose of
1,415,513 shares |
|
18.95% |
|
|
|
|
|
Common Stock
|
|
1607 Capital Partners LLC
13 S 13th Street, Suite 400
Richmond, Virginia 23219
|
|
Has sole power to vote and dispose of
627,196 shares |
|
8.40% |
|
|
|
|
|
Common Stock
|
|
Allspring Global Investments Holdings, LLC
525 Market Street, 10th Fl.
San Francisco, CA 94105
|
|
Has sole power to vote and dispose of
578,700 shares |
|
7.75% |
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or
by telephone or facsimile or other electronic means, by officers of
the Fund or personnel of the Administrator. The Fund has retained
AST Fund Solutions LLC to assist in the proxy solicitation and
setting up and administering the virtual stockholder meeting for
the Fund. The total cost of proxy solicitation services, including
legal and printing fees, is estimated at $7,600, plus out-of-pocket expenses. The
expenses connected with the solicitation of proxies including
proxies solicited by the Fund’s officers or agents at the Meeting,
by telephone or by facsimile or other electronic means will be
borne by the Fund. The Fund will reimburse banks, brokers, and
other persons holding the Fund’s shares registered in their names
or in the names of their nominees for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial
owners of such shares.
In the event that sufficient votes in favor of any of the Proposals
set forth in the Notice of this Meeting are not received by
April 19, 2022, the persons named as attorneys in the enclosed
proxy may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require
the affirmative vote of the holders of a majority of the shares
present at the Meeting or by proxy at the session of the Meeting to
be adjourned. The persons named as proxies in the enclosed proxy
will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Proposal for which further
solicitation of proxies is to be made. They will vote against any
such adjournment those proxies required to be voted against the
Proposal. The chairman of the Meeting also may adjourn the Meeting
from time to time. Any adjournment may be made to a date not more
than 120 days after the original record date without notice other
than announcement at the Meeting. If a quorum is present, a
stockholder vote may be taken on the Proposal in this Proxy
Statement prior to any such adjournment if sufficient votes have
been received for approval and it is otherwise appropriate. At such
adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the Meeting as
originally notified. The costs of any such additional solicitation
and of any adjourned session will be borne by the Fund.
STOCKHOLDER PROPOSALS
In order to submit a stockholder proposal to be considered for
inclusion in the Fund’s proxy statement for the Fund’s 2022 Annual
Meeting of Stockholders, stockholder proposals must be received by
the Fund (addressed to The Taiwan Fund, Inc.,
c/o Secretary of the Fund/State Street Bank and
Trust Company, P.O. Box 5049, One Lincoln Street,
Boston, Massachusetts 02111-5049) not later than November 9,
2022. Any stockholder who desires to bring a proposal at the Fund’s
2022 Annual Meeting of Stockholders without including such proposal
in the Fund’s proxy statement, must deliver written notice thereof
to the Secretary of the Fund (addressed to The Taiwan Fund, Inc.,
c/o Secretary off the Fund/State Street Bank and
Trust Company, P.O. Box 5049, One Lincoln Street,
Boston, Massachusetts 02111-5049), not before January 19, 2022
and not later than February 18, 2022.
By order of the Board of Directors,
Brian F. Link
Secretary
The Taiwan Fund, Inc.
c/o State Street Bank and Trust Company
P.O. Box 5049
One Lincoln Street,
Boston, Massachusetts 02111
March 8, 2022
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
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EASY VOTING OPTIONS: |
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VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
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VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
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VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
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VOTE IN PERSON
Attend Stockholder Meeting
2001 K Street NW,
Washington D.C. 20006
on April 19, 2022
|
Please detach at perforation before
mailing.
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| PROXY |
|
THE TAIWAN FUND, INC. |
|
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2022
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints William C. Kirby and Brian F. Link,
and each of them, the proxies of the undersigned, with full power
of substitution to each of them, to vote all shares of The Taiwan
Fund, Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of The Taiwan Fund, Inc. to be held at the
offices of Clifford Chance US LLP, 2001 K Street NW, Washington
D.C. 20006 on Tuesday, April 19, 2022 at 9:00 a.m., local
time, and at any adjournments thereof, (i) unless otherwise
specified in the boxes provided on the reverse side hereof, for the
election of the Directors named on the reverse side and
(ii) in their discretion, on any other business which may
properly come before the meeting or any adjournments thereof. The
Annual Meeting of Stockholders will also be held virtually. The
undersigned hereby revokes all proxies with respect to such shares
heretofore given. The undersigned acknowledges receipt of the Proxy
Statement dated March 8, 2022.
This proxy, when properly executed, will be voted in the manner
directed herein and, absent direction will be voted “FOR” Proposal
1.
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VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA TELEPHONE:
1-800-337-3503
|
TWN_32649_022822
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED ON THE REVERSE SIDE.
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of
Proxy Materials for the
Annual Meeting of Stockholders to be Held on
April 19, 2022.
The Proxy Statement and Proxy Card for this
meeting are available at:
https://www.proxy-direct.com/twn-32649
IF YOU VOTE ON THE INTERNET OR BY
TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before
mailing.
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TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL
1:
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FOR |
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WITHHOLD |
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FOR ALL |
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| 1. |
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To elect
five Directors to serve for the ensuing year: |
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ALL |
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ALL |
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EXCEPT |
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01. |
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William C. Kirby |
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02. |
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Anthony S.
Clark |
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03. Thomas G. Kamp |
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☐ |
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☐ |
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☐ |
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04. |
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Warren J. Olsen |
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05. |
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Shelley E. Rigger |
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INSTRUCTIONS: To withhold authority to vote for any
individual nominee(s), mark the box “FOR ALL EXCEPT”
and write the nominee’s number on the line
provided.
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| B |
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Authorized Signatures — This section must be
completed for your vote to be counted. — Sign and Date
Below |
| Note: |
Please sign exactly as your name(s) appear(s) on this
Proxy Card, and date it. When shares are held jointly, each holder
should sign. When signing as attorney, executor, administrator,
trustee, guardian, officer of corporation or other entity or in
another representative capacity, please give the full title under
the signature.
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| Date (mm/dd/yyyy) — Please print date
below |
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Signature 1 —Please keep signature within the box |
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Signature 2 —Please keep signature within the box |
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/ / |
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xxxxxxxxxxxxxx |
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TWN 32649 |
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xxxxxxxx |
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