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Article 26
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A securities firm shall describe the status of its operations as follows:
1. Significant business items: A securities firm shall describe matters with a significant impact on business occurring during the preceding five years, including mergers and acquisitions, splits, investment in affiliated enterprises, reorganization, procurement or disposal of material assets, and significant changes in operating methods or areas of business.
2. Information on investments in overseas enterprises: A securities firm shall provide general information on investment in overseas enterprises and offices and their investee businesses, including investment amounts, gains or losses on investment, cash dividends, and endorsements/guarantees or loans provided to other parties by such enterprises (Form 13).
3. Information on establishment of overseas branch institutions or representative offices: A securities firm shall set forth the location, types of business operated, inward and outward remittances of operating funds, current-period income for the branch entity, and intercompany transactions with the parent company (Form 13-1).
4. Remuneration and related information on the directors, supervisors, general manager and assistant general manager (Form 14):
(1) A securities firm shall, in accordance with the following provisions, disclose the remuneration paid to directors, supervisors, general managers and assistant general managers in the most recent fiscal year; for a director that concurrently serves as a manager, remuneration shall be disclosed separately for each position:
(i) The securities firm may adopt either the aggregate disclosure method, disclosing the names and corresponding remuneration brackets, or the individual disclosure method, disclosing the respective names and remuneration amounts; for a director that concurrently serves as a managerial officer, remuneration shall be disclosed separately for each position; if a securities firm has not publicly issued stocks and all of its issued voting shares are directly or indirectly held by a single person, it may adopt the aggregate method.
(ii) If the securities firm's most recent capital adequacy ratio, either unaudited, CPA-reviewed, or adjusted following FSC examination, is lower than 150 percent, or if it has had consecutive after-tax deficits in the most recent two fiscal years, it shall disclose the remuneration of each individual director, supervisor, and general manager.
(iii) If in the most recent fiscal year the shareholding percentage by directors is insufficient at a securities firm that is a public company, and such insufficiency continues for three consecutive months or longer, the securities firm shall disclose the remuneration of each individual director. If in the most recent fiscal year the shareholding percentage by the supervisors is insufficient, and such insufficiency continues for three consecutive months or longer, the securities firm shall disclose the remuneration of each individual supervisor.
(iv) If for any three months in the most recent fiscal year the average share pledge ratio for directors or supervisors at a securities firm that is a public company was more than 50 percent, the securities firm shall disclose the remuneration in each of those months of each individual director or supervisor whose pledge ratio was more than 50 percent.
(2) Where any chairman, general manager, or managerial officer in charge of finance or accounting at a securities firm has within the previous year held a position at the accounting firm of a certified public accountant or any of its affiliated enterprises, that person's name, the position they held, and the period during which they held the position shall be disclosed.
The term "affiliated enterprise of a certified public accountant's accounting firm" as used in these Regulations shall mean enterprises in which accountants at the accounting firm of the certified public accountant hold more than 50% of the shares or hold more than half of the director's positions, or those companies or enterprises listed as affiliates in materials printed or issued publicly by the accounting firm of the certified public accountant.
5. Labor-management relations (Form 15):
(1) Significant employee welfare programs, the retirement system and its implementation, and negotiations between labor and management shall be disclosed.
(2) Any losses caused to the company by labor disputes in last thee years shall be explained, and estimation of related amounts currently incurred or likely to be incurred in the future and any counter measures shall be disclosed. If such amounts cannot be reasonably estimated, an explanation shall be provided for that fact.
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