Chapter VI Improvement of Information of Transparency
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Section 1 Disclosure of Enhancing Information Disclosure
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| Article 58 | A securities firm shall perform its disclosure obligations faithfully in accordance with the relevant laws and regulations.
A securities firm is advised to establish a public web-reporting system, 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 affecting shareholders and stakeholder.
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| Article 59 | In order to enhance the accuracy and timeliness of the information disclosed, a securities firm shall a appoint spokesperson and acting spokesperson 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 securities firm shall appoint one or more acting spokesperson 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 securities firm shall unify the process of making external statements and require management and employees to maintain the confidentialities of financial and operational secrets and prohibit disclosure thereof by them at will.
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| Article 60 | In order to keep shareholders and stakeholders fully informed, it is advisable for a securities firm to take advantage of the convenience of the Internet and to set up a web site containing the information regarding the company's finance, operation and corporate governance. It is also advisable to contain the finance, corporate governance or other related information in English as well.
To avoid misleading information, the aforesaid web site shall be maintained by specified personnel, and the recorded information shall be accurate, in detail and updated timely.
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Section 2 Disclosure of Information of Corporate Governance
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| Article 61 | A securities firm shall disclose the following relevant information regarding corporate governance for the fiscal year in accordance with laws and regulations and the regulations of the TSE, TPEx or Chinese Securities Associations, and shall continue to update the information, provided no disclosure of information about supervisors is required in the case of an audit committee:
- corporate governance framework structure and rules;
- ownership structure and shareholders' equity, including specific and clear dividend policy;
- structure of board of directors and professionalism and independence of board members;
- responsibility of the board of directors and managerial personnel;
- composition, duties and independence of the audit committee or supervisors;
- composition, duties and operation of the remuneration committee and other functional committees;
- emoluments paid to directors, supervisors, general manager, and vice general manager in the most recent two years, analysis of ratio of the sum of emoluments paid to after-tax net profits in separate or individual financial report, emolument payment policy, standards and makeups, procedures to determine emoluments, and the relevance to operational performance and future risks. In a special individual circumstance, emoluments of an individual director and supervisor shall be disclosed;
- the progress of training of directors and supervisors;
- risk management information;
- interested parties' rights, channels for submitting complaints, issues of concern, and appropriate response method;
- details of the events subject to information disclosure required by law and regulations;
- the enforcement of corporate governance, deficiency between the corporate governance principles implemented by the company and the Principles, and the reason for the deficiency;
- information about transactions with related parties;
- disclosure of capital adequacy; and
- other information regarding corporate governance.
The Taiwan branches of foreign securities firms may choose not to disclose the matters set forth in items 2 to 8 in the preceding paragraph.
A securities firm 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.
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Section 3 Enhanced Information Disclosure as Part of A Corporate Enterprise’s Social Responsibility |
| Article 62 | A securities firm has a share capital of more than NT$5 billion as indicated in its financial report for the most recent fiscal year shall prepare a corporate enterprise’s social responsibility report of the previous year on an annual basis.
The above provision may not apply if the overall operating activities of the securities firm have been covered in the corporate enterprise’s social responsibility report prepared by the TSE or TPEx listed company that is also a member of the same business group as the securities firm.
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| Article 63 | When preparing the corporate enterprise’s social responsibility report for a previous year, the securities firm meeting the requirements in the preceding article shall refer to the GRI Standards published by the Global Reporting Initiatives (GRI), practice of disclosure prevailing in its industry, and other applicable rules based on the characteristics of its industry, to disclose the major economic, environmental and social topics identified by the firm, management policies, disclosed items and their reporting requirements, and should, as a minimum requirement, meet the core options under the GRI Standards and is advised to obtain a third party’s accreditation or guarantee. Its report is advised to cover:
- Implementation of corporate enterprise’s social responsibility policy, system or related management guidelines, and a specific promotion plan.
- Major interested parties and topics of their concerns.
- Performance and review of the firm’s implementation of corporate government, development of sustainable environment, support of social welfare and promotion of economic development.
- How improvements can be made in the future and objectives.
The contents of the corporate enterprise’s social responsibility report in the preceding paragraph should cover risk evaluation of environmental, social and corporate governance issues, and establish relevant performance indexes for management of major issues identified.
A securities firm shall in its corporate enterprise’s social responsibility report contain an index showing what part of the GRI Standards the disclosure of the report corresponds to, and shall indicate in the report whether an individual disclosure has obtained a third party’s accreditation or guarantee.
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