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Taiwan Stock Exchange Corporation Operation Directions for the Appointment of Independent Directors by TWSE Listed Companies(2012.05.15) |
| Date： |
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Article 1
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These Directions are specially adopted to promote corporate governance, and to implement the appointment of independent directors by TWSE listed companies.
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Article 2
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These Directions are adopted pursuant to Article 9, paragraph 1, subparagraph 9 of the TWSE Rules Governing Review of Securities Listings.
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Article 3
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The term "TWSE listed company"as used in these Directions means companies that are required by the competent authority to appoint independent directors under the proviso in Article 14-2, paragraph 1 of the Securities and Exchange Act, and companies that apply after 22 February 2002 for securities listing with the TWSE.
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Article 4
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Any change to an independent director at a TWSE listed company shall be reported pursuant to Article 2, paragraph 1, subparagraph 6 of the TWSE Procedures for the Verification and Disclosure of Material Information of Companies with TWSE Listed Securities.
When the number of independent directors at a TWSE listed company is lower than the requirement in the proviso to Article 14-2, paragraph 1 of the Securities and Exchange Act or the applicable provisions of the TWSE Rules Governing Review of Securities Listings, a by-election for independent directors shall be held at the next shareholders meeting. When all independent directors have been dismissed, the company shall convene a special shareholders meeting to hold a by-election within 60 days from the date on which the fact occurred.
When the number of independent directors at a TWSE listed company is insufficient and a by-election for independent directors cannot be held by the deadline as specified in the preceding paragraph, the TWSE shall impose a penalty of NT$100,000 on the company, and require it to hold a by-election within 60 days from the date of notification by the TWSE.
If the TWSE listed company fails to hold a by-election for independent directors by the deadline set forth in paragraph 3, the TWSE may classify the company's TWSE listed securities as "securities under an altered trading method."If a by-election is not held within 3 months from the date when the trading method is altered, the TWSE may suspend the trading of the TWSE listed securities and report the suspension to the competent authority for recordation. If a by-election is not held within 6 months from the suspension of trading, the TWSE may delist the company's securities report the delisting to the competent authority for recordation.
If the TWSE listed company violates the information disclosure requirement under paragraph 1, or any of its independent directors resigns due to any reason other than illness or other force majeure, resulting in an insufficient number of independent directors, the TWSE may classify the company as a subject for regulation by exception.
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Article 5
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These Directions and any amendments hereto shall enter into force following submission to and recordation by the competent authority.
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