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Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies  CH

Amended Date: 2020.02.13 
Categories: Corporate Governance
   Chapter VI Improving Information Transparency
      Section 1 Enhancing Information Disclosure
Article 55    Disclosure of information is a major responsibility of a TWSE/TPEx listed company. A TWSE/TPEx listed company shall perform its obligations faithfully in accordance with the relevant laws and the related TWSE and TPEx rules.
    A TWSE/TPEx listed company is advised to publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline.
    A TWSE/TPEx listed company shall establish an Internet-based reporting system for public information, appoint personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders.
Article 56    In order to enhance the accuracy and timeliness of the material information disclosed, a TWSE/TPEx listed company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the company in making statements independently.
    A TWSE/TPEx listed company shall appoint one or more acting spokespersons who shall represent the company, when the spokesperson cannot perform his/her duties, in making statements independently, provided that the order of authority is established to avoid any confusion.
    In order to implement the spokesperson system, a TWSE/TPEx listed company shall unify the process of making external statements. It shall require the management and employees to maintain the confidentiality of financial and operational secrets and prohibit their disclosure of any such information at will.
    The company shall disclose the relevant information immediately whenever there is any change to the position of a spokesperson or acting spokesperson.
Article 57    In order to keep shareholders and stakeholders fully informed, a TWSE/TPEx listed company shall utilize the convenience of the Internet and set up a website containing the information regarding the company's finances, operations, and corporate governance. It is also advisable for the company to furnish the financial, corporate governance, and other relevant information in English.
    To avoid misleading information, the aforesaid website shall be maintained by specified personnel, and the recorded information shall be accurate, detailed and updated on a timely basis.
Article 58    A TWSE/TPEx listed company shall hold an investor conference in compliance with the regulations of the TWSE and TPEx, and shall keep an audio or video record of the meeting. The financial and business information disclosed in the investor conference shall be disclosed on the Market Observation Post System and provided for inquiry through the website established by the company, or through other channels, in accordance with the TWSE or TPEx rules.
      Section 2 Disclosure of Information on Corporate Governance
Article 59    A TWSE/TPEx listed company shall disclose and update from time to time the following information regarding corporate governance in the fiscal year in accordance with laws and regulations and TWSE or TPEx rules (disclosure of supervisors' information is not required if the company has an audit committee):
  1. Corporate governance framework and rules.
  2. Ownership structure and the rights and interests of shareholders, including specific and explicit dividend policy).
  3. Structure, professionalism and independence of the board of directors.
  4. Responsibility of the board of directors and managerial officers.
  5. Composition, duties and independence of the audit committee or supervisors.
  6. Composition, duties and operation of the remuneration committee and other functional committees.
  7. The remuneration paid to the directors, supervisors, general manager and vice general manager in the last two fiscal years, the analysis of the percentage of total remuneration to net profit after tax in the parent company only financial reports or individual financial reports, the policy, standard and package of remuneration payment, the procedure for determination of remuneration and the connection with the operation performance and future risk. Under special individual circumstances, remuneration of individual directors and supervisors shall be disclosed.
  8. The progress of training of directors and supervisors.
  9. The rights, relationships, avenues for complaint, concerns, and appropriate response mechanism regarding stakeholders.
  10. Details of the events subject to information disclosure required by law and regulations.
  11. The enforcement of corporate governance, differences between the corporate governance principles implemented by the company and these Principles, and the reason for the differences.
  12. Other information regarding corporate governance.
    A TWSE/TPEx listed company is advised, according to the actual performance of the corporate governance system, to disclose the plans and measures to improve its corporate governance system through appropriate mechanisms.