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Amendments

Title：

Regulations Governing Responsible Persons and Associated Persons of Securities Firms  CH

Amended Date： 2024.03.06 
Article Content Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Legislative History Chinese

Title： Regulations Governing Responsible Persons and Associated Persons of Securities Firms(2022.10.28)
Date：
Article 5     A senior agent of a securities firm shall have one of the following qualifications:
  1. Graduation from a college or university or above, and having been an agent of a securities institution for 3 years or more.
  2. Qualification as a securities investment analyst as prescribed in the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Consulting Enterprises.
  3. Having passed the securities firm senior agent exam held by the Securities and Futures Institute (hereinafter "SFI") at the request of the Taiwan Securities Association (hereinafter the "Securities Association").
  4. Being registered as a securities firm senior agent in accordance with these Regulations, or having obtained a certificate of qualification as a securities firm senior agent issued by the FSC.
  5. Currently serving as an agent of a securities institution, and having served 1 year or more as an agent before the June 18, 1991 amendment to these Regulations came into force, and further, after that amendment came into force, having served as an agent, cumulatively, for 5 years.
Article 6     An agent of a securities firm shall have one of the following qualifications:
  1. Qualification as a securities investment analyst as prescribed in the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Consulting Enterprises.
  2. Having passed the securities firm agent exam held by the SFI at the request of the Securities Association.
  3. Being registered as a securities firm agent in accordance with these Regulations, or having obtained a certificate of qualification as a securities firm agent issued by the FSC.
Article 9-1     The chairman of a securities firm shall have good moral character, the ability to effectively lead and manage a securities firm and—with the exception of a chairman of a securities firm concurrently operated by a financial institution, who may instead be subject to the provisions of other laws and regulations—shall also meet one of the following qualifications:
  1. Has graduated from a domestic or foreign school at the level of junior college or higher recognized by the Ministry of Education or possesses equivalent academic qualifications, and has no less than 3 years of work experience engaging in business at a securities, futures, financial, or insurance institution(s), and has served for no less than 1 year in the position of manager or higher or an equivalent position at a securities or futures institution(s), with a good performance record.
  2. Has graduated from a domestic or foreign school at the level of junior college or higher recognized by the Ministry of Education or possesses equivalent academic qualifications, has no less than 5 years of work experience in securities administration or supervision, and has served for no less than 1 year in the position of intermediate civil service employee at grade 9 or higher or in an equivalent position, with a good performance record.
  3. Has no less than 5 years of work experience at securities, futures, financial, or insurance institution(s), and has served for no less than 3 years in the position of assistant manager or higher or in an equivalent position at a securities or futures institution(s), with a good performance record.
  4. Has other academic or work qualifications sufficient to demonstrate possession of professional knowledge and operational and management experience in securities, futures, or finance that would enable sound and effective operation of securities firm business.
    A securities firm shall, within 10 days after its chairman has been elected, submit relevant qualification documents to the stock exchange, the over-the-counter stock exchange, or the Securities Association for their review, after which they shall be forwarded to the FSC for approval. If any qualification of the chairman is not approved by the competent authority, the competent authority may order the securities firm to make changes within a prescribed period of time. The same shall apply if factual evidence shows that the person does not possess the required good moral character, abilities, and qualifications specified in the preceding paragraph after taking office.
    If a securities firm has any question over the application of subparagraph 4 of paragraph 1 to its candidate for chairman, the securities firm may, before electing the chairman, submit the candidate's qualifications to the stock exchange, the over-the-counter stock exchange, or the Securities Association for their review and forwarding to the FSC for approval.
    A person who was already serving as chairman of a securities firm prior to the enforcement of the 28 October 2022 amendment to this article may continue to serve as chairman for the duration of their original term, without being subject to the restrictions in paragraph 1 and paragraph 2. A chairman of a securities firm who is elected after the amendment to these Regulations shall be required to meet the good moral character, abilities, and qualifications as required under these Regulations; one who fails to meet them shall be dismissed.
Article 11     A securities firm's board of directors is responsible for the appointment of managers and shall scrupulously review to ensure that the appointed managers meet the qualification requirements. The board of directors is also responsible for overseeing the maintenance of qualifications by managers and the suitability of managers in their positions.
    The board of directors shall scrupulously oversee the company's implementation of the accountability of managerial officers, establish related systems, and include them in the assessment of the suitability of managerial officers.
    When any person is promoted or assigned after the amendment of these Regulations to a position as a securities firm's general manager, supervisory personnel of the departments set forth in Article 8, paragraph 1, those who oversee those departments or the assistant general managers, deputy assistant general managers, and managers of those departments, or the responsible persons of the securities firm's branch units, such person shall possess or be in conformance with the qualifications set forth in these Regulations; those who do not meet those qualifications shall be dismissed.
Article 11-1     A responsible person of a securities firm may not serve as a responsible person of a bank, financial holding company, trust company, credit cooperative, credit department of a farmers' (fishermen's) association, bills finance company, futures enterprise, insurance enterprise, or another securities enterprise. However, this restriction shall not apply in the following circumstances:
  1. When it serves the purposes of an investment relationship between the securities firm and such an institution, there is no overlapping of the chairmen and managerial officers between the two, and the FSC has granted approval.
  2. When there is a special need and the FSC has granted approval, a responsible person of a securities firm may serve as the chairman of such entities.
  3. When a securities firm is a subsidiary of a financial holding company, a responsible person of the securities firm may serve as a responsible person of such financial holding company or of another of its subsidiaries, provided that there is no overlapping of managerial officers between the subsidiaries.
  4. When a securities firm is a juristic-person director or supervisor of a financial holding company, the responsible person of the securities firm, in order to serve as a responsible person of the holding company, may concurrently serve as a director or supervisor of a subsidiary of that holding company.
    When there is an investment relationship between a securities firm and a non-financial institution that is a public issuer, no responsible person of the securities firm may concurrently serve as the chairman or a managerial officer of such an investee company.
    A securities firm shall establish internal audit and control mechanisms for any concurrent holding of positions by a responsible person of a securities firm to ensure effective execution of the responsible person's principal duties and concurrently held duties, and for maintaining the normal business operations of the securities firm; it may not involve conflicts of interest or violation of securities regulations or the internal control system, and the rights and interests of shareholders shall be protected.
    A securities firm shall, based its investment management needs, risk management policies, and the provisions of these Regulations, regularly evaluate the performance of any responsible person holding a concurrent position. The evaluation results shall serve as an important reference to determine whether the concurrently held position(s) will be maintained or reduced in number.
Article 11-3     A securities firm director, supervisor, or related party thereof, who acts concurrently as a director or supervisor of any other financial institution as set forth in Article 11-1, paragraph 1 will be presumed to have a conflict of interest unless the securities firm and that financial institution have a controlling and subordinate relation as defined in the Company Act or such concurrent appointment is allowed under these Regulations.
    The term "director" or "supervisor" as used in the preceding paragraph means those within the following scope:
  1. A juristic person or a natural person appointed by such juristic person to exercise the duties.
  2. A juristic person or an elected natural person representative who represents such juristic person.
  3. An elected natural person who is neither appointed by nor a representative of the government or a juristic person.
    The term "related party" of a director or supervisor as used in paragraph 1 means parties related to the same natural person or the same juristic person, within the following scope:
  1. Parties related to the same natural person:
    1. The spouse and lineal relatives of that natural person.
    2. Any enterprise in which that natural person and natural persons referred to in the preceding item hold in aggregate more than one-third of the outstanding voting shares or capital, or any enterprise or foundation in which that natural person and natural persons referred to in the preceding item serve as the chairman or general manager or in a majority of the director positions.
  2. Parties related to the same juristic person:
    1. The chairman of that juristic person and his or her spouse and lineal relatives.
    2. Any enterprise in which that juristic person and natural persons referred to in the preceding item hold more than one-third of the outstanding voting shares or capital, or any enterprise or foundations in which that juristic person and natural persons referred to in the preceding subparagraph serve as the chairman or general manager or in a majority of the director positions.
    3. Affiliates of that juristic person. The term "affiliate" shall be as defined under Articles 369-1 to 369-3, Article 369-9, and Article 369-11 of the Company Act.
    The preceding three paragraphs shall not apply to the government or to a securities firm in which the government directly and/or indirectly holds 100 percent of the shares. However, the natural person appointee(s) or representative(s) of the government or securities firm designated to serve in the director or supervisor capacity shall not concurrently serve in any position in another financial institution unless with the approval of the FSC.
    If a securities firm director, supervisor, or related person thereof, has a conflict of interest set out in paragraph 1 or the preceding paragraph, the FSC may order the securities firm to make adjustments within a prescribed period of time; the person shall be dismissed if the securities firm fails to adjust within the time period and without justifiable reason.
    Those who were already serving as a director or supervisor of a securities firm prior to the enforcement of the 28 October 2022 amendment to this article may continue to serve for the duration of their original term, without being subject to the restrictions in the preceding five paragraphs.
Article 12     The responsible persons and associated persons of a securities firm shall be registered by their firm with the stock exchange, Securities Association, or over-the-counter stock exchange before performing their duties, and may not perform their duties without such registration.
    A securities firm that employs any person to engage in business other than the business under the subparagraphs of Article 2, paragraph 2, when that person has been dismissed from his or her position within the past 3 years by an order of the FSC pursuant to the Act, shall file with the stock exchange for registration of that person before their employment may effect.
    Under any of the following circumstances, the stock exchange, Securities Association, or over-the-counter stock exchange shall refuse to grant a registration, and shall void a registration that has already been made:
  1. 1. A responsible person of a securities firm conforms to any circumstance in Article 30 of the Company Act or Article 53 of the Act.
  2. 2. An associated person of a securities firm conforms to any circumstance in paragraph 1 of Article 54 of the Act or fails to meet the qualifications in Articles 5 and 6.
    By the 15th day of each month, the stock exchange, Securities Association or over-the-counter stock exchange shall report the status for the previous month of the registrations under the preceding three paragraphs for recordation by the FSC.
Article 13     In the event of any change of responsible person or associated person, the securities firm shall file a registration with the stock exchange, Securities Association, or over-the-counter stock exchange within 5 days after the change, as specified below. The securities firm shall not be released from liability for the actions of such persons before completion of the registration.
  1. For the purpose of an amendment registration due to job transfer or promotion of a responsible person or associated person of a securities firm.
  2. For the purpose of canceling a registration in the event of the death, resignation, layoff, dismissal, severance, or retirement of a responsible person or associated person of a securities firm, or a circumstance set out in Article 17.
  3. For the purpose of voiding a registration when the dismissal of a responsible person or associated person is ordered by the FSC in accordance with the Act, or the registration of said person conforms to any circumstance under paragraph 3 of the preceding article.
    Registration of any change in a responsible person or associated person of the overseas branch of a securities firm shall be performed within 10 days after the change.
    By the 15th day of each month, the stock exchange, Securities Association or over-the counter stock exchange shall compile the particulars of changes to registrations as referred to in the preceding paragraph for the previous month and report them to the FSC for recordation.
    A securities firm shall file with the stock exchange, Securities Association, or over-the-counter stock exchange for approval and recordation before any change of an internal auditing associated person of the securities firm described in paragraph 1 may take effect.
Article 15     Associated persons of a securities firm shall participate in pre-service and in-service training offered by an institution appointed by the FSC. A securities firm also may apply to conduct its own in-service training in accordance with the in-service training operation directions prescribed by the Securities Association.
    An associated person of a securities firm who is assuming the job for the first time, or who has resumed the job after an absence of 3 years, shall participate in pre-service training within 6 months after reporting for work. Currently employed personnel shall participate in in-service training once every 3 years.
    The FSC may specify the content and periods for the training described in the preceding paragraph according to actual needs.
Article 22     These Regulations shall enter into force from the date of issuance, with the exception of Article 18, paragraph 2, subparagraph 16 amended and issued on 30 December 2013, which shall enter into force from 6 January 2014, and of Article 18, paragraph 2, subparagraph 16 amended and issued on 27 June 2014, which shall enter into force from 30 June 2014, and of Article 11-3 issued in the 28 October 2022 amendment, which article shall enter into force from 1 January 2023.