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Taiwan Stock Exchange Corporation Guidelines Governing the Selection and Appointment of External Reviewers of the Securities Listing Review Committee  CH

Amended Date: 2011.02.24
Article 1     These Guidelines are established to uphold the quality of review of listing of securities of a company, ensure its fairness and objectiveness, and establish the criteria for the selection and appointment of external reviewers of the Securities Listing Review Committee in accordance with Article 3 of the TWSE Securities Listing Review Committee Charter.
Article 2     External reviewers with legal and financial/accounting expertise invited by the TWSE are impartial members of society who do not hold a position at the management of the TWSE and who satisfy one of the following qualification requirements:
  1. Scholars with a teaching position at a local college or university as an assistant professor or above for five or more years or as the dean of a graduate school or principal of a university or a college;
  2. Individuals who have acted as the responsible person of a financial enterprise or worked in the financial sector for ten or more years, and have held a position of assistant general manager or above;
  3. Individuals who have worked at a securities-related enterprise for seven or more years and have held a position of general manager or above;
  4. Certified accountants or lawyers who have practiced at a domestic partnership firm for ten or more years;
  5. Professionals who are experienced or specialized in securities, business operation or developments in the relvant industries.
    External reviewers with industrial expertise invited by the TWSE shall be selected by the TWSE from among specialists with an in-depth understanding of the industry where the applicant company undertakes business or specialists recommended by professional research institutes) appointed by TWSE, competent authority for the enterprise in question,, local public or private colleges or universities and business associations of the relevant industry and appointed subject to approval of the President upon written request.
Article 3     An individual who is under any of the following circumstances shall not act as a reviewer. If he has been appointed as such, he shall be discharged ipso facto:
  1. has committed an offence specified in the Organized Crime Prevention Act and subsequently adjudicated guilty by a final judgment, and the time elapsed after he has served the full term of the sentence is less than five years;
  2. has committed the offense of fraud, breach of trust, or misappropriation and subsequently punished with imprisonment for a term of more than one year, and the time elapsed after he has served the full term of such sentence is less than two years;
  3. has been adjudicated guilty by a final judgment for defalcation while acting as a public official and the time elapsed after he has served the full term of such sentence is less then two years;
  4. has been adjudicated bankrupt, and having not been reinstated to his rights and privileges;
  5. has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;
  6. has no or only limited legal capacity;
  7. has been dismissed from his position at a securities or financial institution by the competent authority of the institution; or received a warning or more severe penalty from the competent authority when acting as a certified accountant or lawyer;
  8. Otherwise deemed disqualified by the TWSE.
Article 4     A reviewer shall recuse himself from the review under any of the following circumstances:
  1. he or his spouse is employed by the issuing company, its underwriter, CPA firm or law firm in a regular position and receives regular salary payments;
  2. he or his spouse was an employee of the issuing company and has left the company for less than two years;
  3. the company where he or his spouse is employed is a related party to the issuing company;
  4. he or his spouse is the spouse or a relative within the second degree of relationship of a director, supervisor or officer of the issuing company;
  5. he or his spouse maintains a joint investment or profit-sharing relationship with the issuing company;
  6. he is a CPA for the issuing company;
  7. the company where he or his spouse is employed maintains a business relationship with the issuing company;
  8. other circumstances where he has a direct or indirect interest and his independence may therefore be compromised.
    In the event the quorum for meeting is not maintained due to recusal of internal reviewers as described in the preceding paragraph, the President may select suitable candidates from among the supervisors and deputy supervisors of various departments and offices to act as reviewers subject to approval of the chairman of the board of directors on a case-by-case basis.
Article 5     Reviewers are required to make every possible effort to comply with the review schedule of the Committee and shall not be in any of the following circumstances during their incumbency:
  1. he or his blood relative or relative by affinity within the second degree of relationship serves in an elected public office or is employed by an organization of elected representatives;
  2. he violates a provision under the TWSE Securities Listing Reviewers Joint Compliance Requirements
  3. Other special circumstances.
Article 6     These Guidelines shall take effect after having been submitted to and approved by the competent authority. Subsequent amendments thereto shall be effected in the same manner.