 Hi. Hi. Hi, Corey. Hi. Mr. Tang. Hi. Good. Good. We'll just, we'll just, we'll just, I mean, thank you, Bill, for spending the time. Sure. And I know you went through a tough journey housewise last year. But, you know, Bill's always been there every time I reach out to him. Whenever you need anything, Corey, you know, just ask. Thank you very much. And I'd like to introduce Professor Feng. You have a chance to meet last time he was in Taiwan. Yes. Hi, Richard. And then Ray as well. Hi, Ray. I'd like to introduce Audrey and Audrey has been, I have, I say, amazing holder of the space for Taiwan to have opportunity to innovate. That's great. To rethink what we want to do, you know, with all these initiatives to find different, you know, social enterprise and be called in many different areas. She's, she's, she's managing to create that space for people to have a dialogue and continue to, to build on top of that, you know, working together instead of working in silence. And so I, it's a, it's a great honor to have you and Audrey and we have this opportunity to, to, to learn more from you that what's going on in benefit cooperation globally. And then also to, to share about, I will, I will hope that Audrey can also talk about her thoughts for Taiwan. And then Ray, Professor Fong has been, you know, driving the initiative for, for benefit cooperation. So we have this opportunity to exchange. And physically we're in the social innovation lab in the Taiwan Air Force. Here we are a host of incubator and accelerators for more than 30 social enterprises here physically. And where central Taipei, like this is like the, the most heart of Taipei place. And so it shows our dedication from the central government to have a really organic flow of people coming in and out of central Taipei to visit this place. And this place opens till 11 p.m. every day and then including weekends and every Wednesday I'm here from 10 to 10 in my office hour to provide service to social entrepreneurs and innovators. So you're part of the office hour. And so because of this, this will be on the record. We will be making a transcript and have you check it before publishing it. That's great. It's a great pleasure to meet you, Mr. Tang. And I'm looking forward to whatever we can do. I think it's a great and exciting opportunity in Taiwan. And congratulations on the space that you have there. So Corey, what do we want to talk about? Well, if you could share with us the current status globally among benefit corporations and then the impact that's, that's, that's happening for these countries. Yeah. So, so just as a background, I've read this. Good. Great. That's now the Bible for our movement, along with the B Corp handbook and a couple of other things. Well, at the moment, Corey and Mr. Tang, we have 36 states in the United States that have amended their state corporation laws. And as I think you know, the country of Italy has also amended its corporation law. There are other countries that are also considering legislation. There's legislation that has had four hearings in the Colombian legislature. It has only one hearing left and then it's ready for enactment. There's a proposal that's been formally introduced in Argentina as well. There's legislation that was introduced in Chile and an amendment was recently prepared to the legislation in Chile. So there's quite a bit of activity in South America with those three countries. And there's a group of lawyers in Brazil and another group in Uruguay that have also proposed draft legislation in Latin America. There's a concentrated effort that's just been launched in France looking at an amendment of French corporation law. The government has launched a consultation and they're going to have a report that will be issued laying out the things that they want to study next week, actually on January 18th. They'll be accepting testimony and soliciting the views of the private sector in France. Some of the B Corps will be submitting their views there. A proposal was made to the government in the United Kingdom to consider this. The Ministry of Justice in Portugal has endorsed the concept and wants to see legislation. A legislator in Australia is ready to introduce legislation in Australia. We're waiting now to hold that introduction until the government has had a chance to actually analyze legislation in Australia. We're optimistic that something will happen there. So things are happening really around the world and I would love to see Taiwan be one of the leaders depending on what we all decide we can make happen. And we're going to need your advice in particular, Minister Tang, to help us with that, I think. So what else can I tell you about what's already happening? Cory or Minister Tang or Ray or Richard? Okay. Right. So a little brief of the legislative status here in Taiwan. Yes. We're on the same page. Before I joined the cabinet, that was a year and three months ago, at that time already, because in our new legislative body, there are two young MPs, respectively, have formed their own social enterprises. That would be Jason Xu from KMT and Karen Yu from the DPP. And so they have respectively proposed their own versions of social enterprise-related laws before I took the charge of becoming the digital ministry in charge of social entrepreneurship. And in brief, Jason Xu's version is pretty much the same as the benefit corporation law everywhere. And it's pretty standard. Excuse me. Was that actually introduced as legislation? Yes. It was, I think, introduced as a bill passed the first reading and is waiting for the same thing. Oh, wow. Yeah. Okay. And so that's, I think Jason is like, because he always proposes bills such as, you know, self-driving autonomous cars and experiments such as our futuristic MP. Right. Very cutting edge. Good. Okay. Yeah. And so, and Karen is quite a bit more concerned about the role of government funding in building an impact investment ecosystem because to be honest, Taiwan actually in Asia has one of the largest thriving for benefits corporation scene, but the impact investing is probably in the bottom of the AVPM network. And Karen thinks that's because the lack of a very visible signal for the impact investors to see that this government, you know, is serious about this and that the government puts in legislation that enables the social enterprises to not exceed, you know, its original benefit purpose. So always the investor is faced with the risk of it being diluted or otherwise not on it. Right. So that's Karen's main concern. She's less concerned with the actual, you know, whether it's a co-op, whether it's a MPO or whether it is a company, she's more concerned about the investment ecosystem. And so in her law, her version of the bill, she introduced a income-based way of telling social enterprises from non-social enterprises regardless of its structure of incorporation. And then she says basically that for companies or co-ops or MPOs fitting that particular criteria, the government should lead with a government-backed fund to build the ecosystem and to match or attract other investors. So I would say Karen's version and Jason's version are actually complementary and not at all box with each other. And so personally, before joining the cabinet, I was part of the consultation process of Facility Theta to pass the so-called closely held cooperation law section of the Taiwan Company Act. And in that particular chapter of the act, we say that for, you know, companies with less than 50 shareholders, we allow their company charter their founding document to define non-transferable special voting rights, you know, all the usual things that allow, you know, non-dilution of the original purpose. And so that will pass very quickly because the consultation process is bipartisan or multi-partisan and also there's very little doubt that it will be beneficial to keep the original company purpose instead of being diluted by shareholders that joins later in the rounds. And so that part was already passed. And now Professor Fang actually is our leading expert in the second round of consultation, which is to change the company law itself to allow the company to declare it's not just for profit, but actually, you know, have a double or triple bottom line. And that's already in our next version of the company law now proposed by the administration to the parliament because in the town constitution it's allowed for the administration itself to propose, like A&P, a version to the parliament. And so in our version we put in two things. One is the idea of a double or triple or multiple bottom line company that is now formally allowed. And then we also put in a clause that allows each company to publicly declare its charter its founding document as open data for third-party audits so that it sends a very clear signal if in the company founding documents that the company is willing to disclose their reports and the usual things, right? And so we also ask our Ministry of Economy Affairs to make an interpretation of the existing company law saying, you know, the existing company law can be interpreted in the spirit of our newly proposed company law. So this actually already takes effect as of last week. And so that was my version of things. So that's the three version currently all in the parliament awaiting debate in the next session after we deal with this labor law thing which should hopefully end today. And so what has been the reaction to those various proposals? Right, so the public declaration, up in declaration of company founding charters, that is unanimous. For our consultation we send a questionnaire and I think of the hundreds of the respondents, 100% supported this transparency and accountability part of the new company law. So that is, there's no problem with that. I'm sorry, and that was your proposal rather than Jason's or Karen's? That was my proposal, yeah. Good, okay. So does that stand a good chance of being accepted? I think so. Excellent. Yeah, okay. Right, and as for a double or triple bottom line, we haven't faced any opposition, right? For any stakeholders. So I would say the administration's version is pretty safely we can assume that it will pass as is. Good, okay. Right, and of the two legislators proposal, I'm actually not so sure of whether it will be passed next session, mostly because they are coming from opposite parties, even though those proposals are in complement with each other. And so I think one of the key issue here is for both proposals to get cross-partisan support. And but I'm not so sure about their respective agenda of getting cross-partisan support for their two proposals. So, and because it is part of legislative constitutionally, I'm not allowed to comment on the likelihood of their passing, yeah. But if your proposal, the third one I guess the government's proposal is accepted, do we even need Jason's proposal? Your proposal would permit people to do pretty much everything that B Corpse wanted to, I think. And so that would be a norm instead of a, you know, a chapter, right? Basically, if there's a chapter, the chapter would say that it has to require, you know, four things or five things and so on. But with my proposal, basically the independent auditing or investment community will have to set their norms and say only companies who declare these four things in the charter will be recognized with the certification. And so it is a more ecosystem determined view. And while Jason is basically the minister of economy or the national development council get to decide which four things are basic. So it is a government led in his proposal. And in my proposal it is actually civil society and private sector led, which is interesting given our respective duties, but it is what it is. Okay. I understand. So let me make a couple of comments. One of the things that we are finding in the United States in particular where we have benefit corporations is that it's useful for investors in states where there are benefit corporations to have that form because they know immediately what they're investing in. And there's been a concern that if there's not enough structure it makes it less easy for people to invest because they have to do more diligence and they have to put more work in understanding exactly what the company is doing. So if there were some kind of agreed minimums or at least if people knew exactly what they were investing in that might be helpful. Yeah, that's true. But what you described I think would provide specifically what the B-Corp community needs because as I understand it, the Taiwanese law would validate a commitment to the triple bottom line and would validate a commitment to consider the interest of stakeholders. That's exactly right. Right. And those are the things that we care most about along with the transparency obligation which I think you also would include. Yes. Now I should caution you that one of the questions that we have encountered in other countries and this has been raised particularly in France is a concern in the business community that if we allow companies to expand their purpose so that their triple bottom line companies it may expose the directors and management to new challenges of law suits that they are not subject to under existing law. And is there a way to limit the law and provisions? Yeah, this is a great question. So one of the things that we ask the Ministry of Economy to make a interpretation of is exactly this question. And so the Ministry of Economy says even without the new company law, even without the proposed version, even in the existing company law, because this is a particular thing in Taiwan in that we say make a profit but make a profit and make a benefit in Taiwan is actually the same Chinese word. So it's the same way. So Lee could be narrowly interpreted as a financial only benefit or it could be pretty widely interpreted as a general purpose benefit. And so in the interpretation the Ministry of Economy explicitly recognized the wider view of the word Lee to mean benefit instead of profit. And so with that interpretation in mind it says that in the company law, our section close to 23 cannot be used to accuse against the CEOs or the team in charge of a company if provided that the shareholders know in advance as part of company charter or other communication documents that the company is set up with the explicit purpose of multiple bottom line. So the interpretation is worded I think with the suggestion of the B Corp government movement and so I think that has been taken care of. Okay, so that means that employees or environmental activists would not have the ability to bring a challenge? Well, they will have the ability to bring a challenge but it is not a challenge it is formally recognized as a structure of the company law. It will have to go through the usual ways like they publish a charter and the charter promise something to their shareholders but they're not doing exactly that and so it will have to be brought up by a shareholder that says you're not doing what you have claimed to do which is the benefit of the environment and I think that's the right interpretation. Well, that's all right. So there's no problem with shareholders being able to bring challenges but a person who is an employee for example but not a shareholder or a person who's an environmental activist but not a shareholder we would not want to have the ability to bring a challenge to the public. We'll actually have the right I'm not sure about activists though that would be perfectly fine. Yuan Feng of course can say that this company doesn't have but generally the shareholders don't have protection. So not the activists. Okay. Are there already rights of employees to bring challenges to them? Yeah, to complaints of companies not fulfilling its but that's the more general whistleblower. What I said is that this is not part of for the benefit or for the double or triple button line. This is more like the employee making a whistleblowing like a investigation requirement to the environmental protection agency or to the labor law arbitration committee saying that the company produced to do X but it's actually doing Y so it's not designed for the benefit corporations it's just a general way for employees to do whistleblowing. That's fine. We're not trying to limit rights that already exist. The concern is that by committing the company to the triple bottom line we don't want to create new rights for people who are not shareholders and the reason we're concerned about that is simply that we don't want to discourage companies from electing this new form. What we want to do is encourage people to expand their purposes not create obstacles for that. I don't think there's any existing way for activists to bring these challenges. But for employees it's part of the normal company governance laws. This sounds very good. What are our chances of getting it passed? I would say more than 80% it's pretty high. The administration version. Wow. Corey, have you talked to the B Corp. in Taiwan? What have they said? Regarding supporting this bill? Yeah. We actually don't have the opportunity I wasn't aware of the exaggeration of this bill. I heard some information so that's something I can relate to the communities. There's one point that you mentioned just now before talking about this. It's that the signal I think it's what I really appreciate what Karen did that she's trying to mobilize the ability for government to be engaged on the re-investment. And then I've been with communication with ABPN and there's a North Asia investment community as well. I'm not quite sure if not the search cost for the impact investors to invest in a company like this. So with this bill yes, I think you serve all the purpose of the companies. Right? But in terms of the search cost and to bring forward investment to bring the activity of impact investor on the private sector to come into this market I think that piece still sounds missing. Yeah, that would take I think another multi-stakeholder mechanism focused on investing. What we're talking about is more the structure. And then the investing will need another governance structure and the procurement part will need another governance structure and that we're also working on. Yes, right. But those are different pieces than this first proposal I think. Is there could you send me a copy of the text Corey? Sure. One of the things Corey and I think we should do is make sure that some of the larger B-corp in Taiwan know what's being proposed and have looked at it and have talked about it with their lawyers particularly now that I think we have a publicly traded company in Taiwan, don't we? That's a B-corp at this point. And I would want to make sure that they've looked at it and that their lawyers understand it and would be supportive of what we're doing. And I think that would be helpful too if we could tell people that some of the larger B-corp all support this proposal. That would be good political support. Yeah, so that's pretty much it. And the whistleblower act I just checked our administration's version it really the more strict clauses actually applies to government or government owned company. And that is the more protected and the private sector whistleblowing only pertains to its violation of the food protection act, environmental protection act the money laundry act and so on. And these are the formal protections and I think so it will not run counter to the double those are all fine and we would not want to change those. That's all good. Sure, sure. You'll have to speak. I think the only concern I have now is about the risk if the case actually goes to the court we just like mitigate the risk the company can face. The problem so far if my concern is the article why the proposed article one mainly is dealing with CSR so if we read the legislation history they didn't talk about the benefit cooperation That's exactly right. So I would suggest if Audrey can add this on the explanation part because if you want to expand the meaning of the article one so far also we need more to rely on. And the second one is I read the ministry of economy affairs their internal documents and we want to see this more like a public announcement and more by the effects. So I will add this to So I was just passing the interpretation to the people here and so we'll have the movement people to check the interpretation of essentially MOEA's public announcement that they will interpret the laws in a way favorable to this concern. And so if people need more carefully worded or more precisely worded interpretations we can certainly do that but I'll stress that this wording already is taken from the professor's utterances in our consultation meeting basically word for word into this interpretation. So it means that in the future there won't be a new form, a bigger form of company called NB Corporation It will just be closely held public corporations or non-closely held joint stock corporations with a self-disclosed charter that honors the multi or triple bottom line that self-regulates to fit three or four criteria and have the the people in the private sector to declare their own criteria of being included in their registry based on public audited open data of the company documents. Do you think that if we don't create a new form called benefit companies that follow the spirit of the global benefit corporate movement? Yes, I think it follows the spirit it's the fundamental nature of the change is exactly what we want to see the only thing that it's missing is the name right so you won't be able to easily say that this company is a benefit corporation that's the same type of company as exists in Italy and the United States and hopefully other places but anyone that knows the company or investigates the company will immediately conclude that in fact it does meet the characteristics so at some point it would be nice if there were a way to identify it but I think politics is the art of the possible and if we can get this kind of a change that's certainly better than where the law in Taiwan is today you know getting an affirmative statement of the law that a company can commit to the triple bottom line and can commit to considering stakeholder interest and can commit to transparency is a great step forward and certainly that's what that's all the B Lab would ask and there may be other companies as well that could adopt this even if they're not certified B course okay and I think the stamp will come from a multi-stateholder governance structure outside of the ministry of economy the MOEA exclusively does not want to be the arbiter of what exactly is a benefit corporation or not that's their statements they put it very clearly they think that it needs to be in the document talked with the ministry of interior the ministry of labor if only for the solidarity of the different forms of the social enterprise movement and so have a MSG a multi-stateholder governance structure that puts out the stamps means that the stamp is not exclusive to one ministry and that also means that the civil society and the private sector is free to allow their alternative stamps all based on the same public data of transparency I think that's the governance model that I would like to see so if I can let me ask you a few more questions so to change to this form and to adopt this legislation it will require a vote of the shareholders is that correct the shareholders have to vote to to make the change to make the founding document change it's always it's always about the shareholders right and is that a majority vote or a higher vote just just is it a higher super majority is it 66 or 70 do you know what it is by any chance it's not too high I guess it's the only concern it's a two-third okay all right okay and if the company proposes this change and it's approved do the shareholders who object to the change have a right to have their shares bought back by the company no so there's no requirement to give the non-agreed shareholders an exit no okay those are issues that have arisen in other places that's good okay it all sounds good to me awesome so I would love to see it I'll run it through my Google translator and see what it looks like and anything else that I can do to help I would be more than happy to participate so just let me know congratulations Michael well as a open data advocate the idea is for the minister of economy to release this data is open data and by open data we mean that it's not just freedom of information access it also means that any private sector or civil society is allowed by our open license to you know publish it independently run a audit do any value at analysis they want to do and so on so the government will host a canonical version but it will not object to the ministry or other government agencies to run its separate registries nor will it disallow any civil society or private sector to host their subset of the registrar in actual fact there is already a subset registry going on with the media and the media so that's already the case so let me ask you a question about that as part of the open data what is the information that is available to the public that is collected by the registry right so so let me just very quickly check the website so in addition to the company charter or company founding documents you will they just these things the company name the foreign language name if any that's also recognized by the new company law and you know person responsible the number of employees the date of founding it's total capital and the contact phone contact email address it's social purpose statement it's social innovation statement meaning that how it differs from other people working in the same area service description and its main product description and also contact details including web pages and so on that's it okay good I was concerned that the company not be required to make available proprietary information sensitive trade secrets and financial information but you're not including that no these are all pretty public right and presumably the company has the ability to change that information in the registry but if they change the registry that's actually counter to the fact of course there's another law they are dealing with that right but if they decided to change their business and produce different products they can change that information the idea is that the registry is only good for one year anyway okay they have to refill all the details I'm sure they can maintain it and change every month if they want sure that's good I like having that information available is good and it's not sensitive what I heard you describe so that's fine and it's not exclusive to the government anyone can just write this information access it to build a subset good yeah that's great okay thank you so much for your time oh sure I'm glad to have this conversation it's nice to meet you hopefully I'll meet you in person at some point okay so yeah I guess I'll see you online hopefully I'll find it good alright everyone thank you see you Corey bye