Chapter Content

Title:

Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies 

Amended Date: 2020.02.13 
Categories: Corporate Governance
   Chapter IV Empowering Supervisors
      Section 1 Functions of Supervisors
Article 41    A TWSE/TPEx listed company shall stipulate a fair, just, and open procedure for the election of supervisors, and shall adopt a cumulative voting mechanism pursuant to the Company Act to fully reflect the opinions of the shareholders.
    A TWSE/TPEx listed company shall take into consideration the needs of overall business operations and comply with the rules of the TWSE or TPEx in setting the minimum number of supervisors.
    The aggregate shareholding percentage of all of the supervisors of a TWSE/TPEx listed company shall comply with laws and regulations. Restrictions on share transfers by each supervisor and the creation, release, or changes in pledges of shares held by each supervisor shall comply with the relevant laws and regulations, and the relevant information shall be fully disclosed.
Article 42    (Specification in the articles of incorporation the adoption of the candidate nomination system for elections of supervisors)
    A TWSE/TPEx listed company shall specify in its articles of incorporation in accordance with the laws and regulations of the competent authorities that it adopts the candidate nomination system for elections of supervisors, carefully review the qualifications of a nominated candidate and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.
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Article 43    Unless otherwise approved by the competent authority, at least one supervisor seat shall have no spousal relationship or familial relationship within the second degree of kinship with another supervisor or a director.
    A TWSE/TPEx listed company is advised to refer to the provisions on independence provided in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and appoint a suitable supervisor to enhance the risk management and financial and operational control of the company.
    A supervisor will preferably be domiciled within the territory of the ROC to allow timely performance of supervisory functions.