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28-4
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A foreign issuer that applies for a TWSE primary listing of its stock may not have less than five directors or same-sex directors on its board, among them a majority of directors shall be domiciled in the Republic of China; where a corporate shareholder is elected as shareholder, the above requirement shall apply to its beneficial owner; and shall also appoint independent directors numbering not less than two persons and not less than one-third of the number of directors, and at least one of the independent directors shall be domiciled in the Republic of China.
A foreign issuer shall install an audit committee. That audit committee shall comprise all the independent directors; it may not have less than three members, one of whom shall be the convener.
ROC laws and regulations regarding securities shall apply mutatis mutandis to the professional qualifications, restrictions on shareholding and the holding of concurrent posts, and the determination of independence, of the independent directors of the two preceding paragraphs.
A foreign issuer shall appoint a remuneration committee. ROC securities laws and regulations shall apply mutatis mutandis to the professional qualifications of and the exercise of powers by the committee members and related matters.
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