| Title： |
Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings(2012.10.05) |
| Date： |
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Article 17
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The phrase "the board of directors or any supervisor(s) are unable to independently exercise their functions" as used in Article 9, paragraph 1, subparagraph 9 of the Rules means none of the following circumstances may be present:
- A person serving as an independent director of the applicant company fails to satisfy any prerequisite set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
- Where a person serving as independent director of the applicant company has failed to receive training of 3 [course] hours per year to acquire professional knowledge in the areas of law, finance, or accounting and obtain relevant certification documents issued from any of the continuing education systems under (i), (ii), and (iv) of 3.(4) of the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and GTSM Listed Companies.
- Where more than one-half of the directors of the applicant company are mutually related, or all supervisors are mutually related to one another or related to any member of the board of directors, in any of the following ways:
- Spouses.
- Relatives within the second degree of kinship.
- Representatives of the same juristic person.
The provisions of subparagraph 3 of the preceding paragraph shall also apply where the government or a juristic person is the shareholder, and in its capacity as government or juristic person is elected as director or supervisor and designates a natural person as representative to exercise those functions on its behalf, and shall also apply to representatives who, in that capacity, are elected to serve as director or supervisor.
The provisions of subparagraph 3 of paragraph 1 shall not apply when the relationship set out in item 4 of that subparagraph exist between more than half of the directors or all of the supervisors and with the approval of the competent authority for the relevant industry.
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Article 27
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As used in Article 27-2, subparagraph 2 and Article 28-8, subparagraph 4 of the Rules, "acted in violation of the principle of good faith" means that any of the following circumstances applies to an applicant company or a company controlled by a foreign issuer applying for TWSE primary listing, or to an incumbent director, supervisor, general manager, or de facto responsible person of the applicant company or controlled company, and the circumstances are material and without reasonable cause:
- Being in arrears in the repayment of any loan extended to it by a financial institution.
- Any commission of a crime under commercial, financial, securities, or tax laws, or commission of a crime of corruption, malfeasance in office, fraud, breach of fiduciary duty, or embezzlement, for which a sentence of imprisonment for a fixed period or a more severe penalty was handed down by a court judgment.
- Having violated the matters declared in the declaration it submitted at the time of application.
- Having been involved in misrepresentation or suffered a loss of credit, causing damage to the interests of the company, the rights and interests of its shareholders, or the public interest.
- The circumstances under subparagraphs 1 through 3 above do not fall within the scope of this provision when they are not material or occurred due to reasonable cause.
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