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Article 1
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These Rules are established according to Paragraph 3, Article 47 of the Operating Rules of the Taiwan Stock Exchange Corporation.
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Article 2
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Where a listed company is under one of the following circumstances, it shall prepare and file a sustainability report in Chinese according to these Rules.
- At the end of the most recent fiscal year, the company falls into the food industry, chemical industry and financial and insurance industry prescribed in the Taiwan Stock Exchange Corporation Key Points for Classifying and Adjusting Categories of Industries of Listed Companies.
- The financial report for the most recent fiscal year submitted pursuant to Article 36 of the Securities and Exchange Act indicates that no less than 50% of the company's operating revenue is derived from food and beverage.
- The financial report for the most recent fiscal year submitted pursuant to Article 36 of the Securities and Exchange Act indicates that the company's paid-in capital has achieved no less than NT$2 billion, provided the above may not apply to a company of paid-in capital less than NT$5 billion until 2023.
If the company's stock has no par value or has a par value other than NT$10 per share, for the calculation of the paid-in capital of NT$5 billion under Paragraph 1, a net worth of NT$10 billion shall be substituted; for the calculation of the paid-in capital of NT$2 billion, a net worth of NT$4 billion shall be substituted.
The term "financial report" referred to in paragraphs 2 and 3 means the consolidated financial report prepared in accordance with the "regulations governing the preparation of financial reports by specific industries" made and promulgated by the competent authorities. If a listed company has no subsidiary, the financial report means an individual financial report.
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Article 3
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A listed company which meets the requirements under Article 2 of the Rules shall prepare an annual sustainability report for the preceding year by referring to the Universal Standards, Sector Standards, and Topic Standards published by the Global Reporting Initiatives (GRI). In the report, the company shall disclose its identified material economic, environmental and social topics and impacts, topic-specific disclosure, and its reporting requirements.
The sustainability report mentioned in the preceding paragraph shall include relevant environmental, social and corporate governance risk assessments and lay out the performance indicators to manage the material topics identified.
In the sustainability report, a listed company shall disclose what Content Index of the GRI Standards corresponds to the contents of the report and specify in the report whether the topic-specific disclosures have been assured or verified by a third party.
The topic-specific disclosure referred to in Paragraph 1 shall be evaluated and disclosed by adopting the standards in compliance with the rules of the competent authorities. If the competent authorities have not promulgated the applicable standards, the company shall adopt the approach of evaluation commonly used in practice or the universally applicable international approach.
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Article 4
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The sustainability report prepared by a listed company shall incorporate the content referred to in the preceding article and, in the event of companies in the food industry and those listed as prescribed under Subparagraph 2, Paragraph 1, Article 2 of the Rules, or in the chemical industry or the financial and insurance industry, shall strengthen the disclosure of sustainability metrics by industry. (Appendices 1-1 to 1-3.)
The listed companies mentioned in the preceding paragraph shall obtain a letter of opinion issued by a certified public accountant in accordance with the standards promulgated by the Accounting Research and Development Foundation for the disclosure of sustainability metrics for their industries in accordance with Appendices 1-1 to 1-3.
A company in the cement industry, plastics industry, iron and steel industry, oil, electricity and gas industry, semiconductor industry, computer and peripheral equipment industry, optoelectronics industry, communication network industry, electronic parts and components industry, electronic access industry, and other electronics industries shall strengthen the disclosure of the sustainability metrics by industry (Appendices 1-4 to 1-14). However, a company with a paid-in capital of NT$2 billion or more but less than NT$5 billion may postpone the application of this provision until 2024.
If the company's stock has no par value or has a par value other than NT$10 per share, for the calculation of the paid-in capital of NT$5 billion under the preceding paragraph, a net worth of NT$10 billion shall be substituted; for the calculation of the paid-in capital of NT$2 billion, a net worth of NT$4 billion shall be substituted.
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Article 4-1
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A listed company specified in Article 2 shall dedicate a specific section of the report to the disclosure of climate-related information (Appendix 2).
The applicable timetables for the disclosure of Scope 1 and Scope 2 greenhouse gas (GHG) emissions under the preceding paragraph are as follows:
- Those in the iron and steel industry, cement industry, or having a paid-in capital of NT$10 billion or more shall disclose the data for the individual company from 2023, and disclose the data for the parent company and all subsidiaries in the consolidated financial statements from 2025.
- Those having a paid-in capital of NT$5 billion or more but less than NT$10 billion shall disclose the data for the individual company from 2025, and disclose the data for the parent company and all subsidiaries in the consolidated financial statements from 2026.
- Those having a paid-in capital of less than NT$5 billion shall disclose the data for the individual company from 2026, and disclose the data for the parent company and all subsidiaries in the consolidated financial statements from 2027.
The listed companies specified in Article 2 shall conduct the assurance of their Scope 1 and Scope 2 GHG emissions according to the following timetables:
- Those in the iron and steel industry, cement industry, or having a paid-in capital of NT$10 billion or more shall complete assurance for the individual company from 2024, and complete assurance for the parent company and all subsidiaries in the consolidated financial statements from 2027.
- Those having a paid-in capital of NT$5 billion or more but less than NT$10 billion shall complete assurance for the individual company from 2027, and complete assurance for the parent company and all subsidiaries in the consolidated financial statements from 2028.
- Those having a paid-in capital of less than NT$5 billion shall complete assurance for the individual company from 2028, and complete assurance for the parent company and all subsidiaries in the consolidated financial statements from 2029.
If the company's stock has no par value or has a par value other than NT$10 per share, for the calculation of the paid-in capital of NT$10 billion under paragraphs 2 and 3 a net worth of NT$20 billion shall be substituted; for the calculation of the paid-in capital of NT$5 billion, a net worth of NT$10 billion shall be substituted.
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Article 5
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CPAs conducting assurance of sustainability metrics under Article 4, Paragraph 2, and the CPA firms to which they belong, and the personnel conducting GHG assurance under Article 4-1, Paragraph 3, and the institutions to which they belong, all shall comply with the relevant provisions of the Directions for the Implementation of Assurance Institutions of Sustainability Reports of TWSE and TPEx Listed Companies, which shall be applicable from 2024.
The listed company prescribed under Paragraph 1, Article 2 of the Rules shall disclose the sustainability report and the link to the file of that report posted on the company's website on the internet information reporting system designated by TWSE by June 30. However, if the listed company does not prepare a sustainability in the most recent year or does not prepare the report by referring to the GRI Standards, or the sustainability report has obtained a CPA's letter of opinion according to the rules mentioned in Article 4, Paragraph 2, the filing may be completed by September 30.
A listed company shall establish the operational procedure for preparation and validation of the sustainability report, and include this procedure in its internal control system.
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Article 6
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These Rules shall take effect after having been submitted to and approved by the Competent Authority. Subsequent amendments thereto shall be effected in the same manner.
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