| Title： |
Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers(2022.12.23) |
| Date： |
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Article 3
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In addition to compliance with the Company Act, the Securities and Exchange Act and regulations of the competent authorities, a TWSE listed company shall act in accordance with these Directions and other rules of the TWSE when in its establishment of the board of directors and the board's exercise of powers.
The term "TWSE listed company" as used in these Directions means a listed company, a primary listed company, a TIB listed company, or a TIB primary listed company, as defined in Article 43 of the Operating Rules of the Taiwan Stock Exchange Corporation.
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Article 14
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Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved by law or in the articles of incorporation for approval in shareholders meetings, they shall ensure that all matters are handled according to the resolutions of board of directors.
If a director of a listed company resigns, or is replaced according to the third paragraph of Article 27 of the Company Act, the resigning director or corporate shareholder shall give immediate notice to the company and its chief corporate governance officer.
A listed company shall arrange continuing professional education for its directors. A director shall complete continuing education for up to three hours in the year he/she assumes office each term, provided such requirement may apply from the next term if the term of an incumbent director has not expired in 2023.
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Article 15
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A TWSE listed company may not impede, refuse, or evade the actions of the independent directors in the performance of their duties. As the independent directors deem necessary to the performance of their duties, they may request the board of directors to appoint relevant personnel, or may at their own discretion hire professionals to provide assistance. The related expenses will be borne by the TWSE listed company.
A TWSE listed company shall establish a standard operational protocol for responding to requests from directors, covering issues such as personnel resources and required period for handling matters, and shall address requests from directors in accordance with such protocol.
A listed company or its chief corporate governance officer shall proceed in accordance with applicable laws and regulations upon receipt of the notice pursuant to the second paragraph of the preceding article.
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Article 21
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Corporate governance affairs described in the second paragraph of the preceding article shall cover, at a minimum, the following:
- Handling of matters relating to board of directors meetings and shareholders meetings in compliance with law;
- Preparation of minutes of the board of directors meetings and shareholders meetings;
- Assistance in onboarding and continuing education of the directors and supervisors;
- Provision of information required for performance of duties by the directors and supervisors;
- Assistance in the directors' and supervisors' compliance of law; and
- Reporting to the board of directors of its examination results as to whether the qualifications of independent directors upon their nomination and election and during their tenure conform to applicable laws and regulations;
- Addressing matter pertaining of changes of directors;
- Other matters described or established in the articles of incorporation or under contract.
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Article 27
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In the event of a TWSE listed company's violation of the requirements under Article 6, the first or third paragraph of Article 8, the first paragraph of Article 9, Articles 10, Article 12, the third paragraph of Article 14, the second to third paragraphs of Article 15, Articles 16 to 18, the third paragraph of Article 20 or Articles 21 to 25, the TWSE may impose a penalty of NT$30,000 on the company and require it to make the correction within a specified period of time. Failure to make the correction within the specified period of time will subject the company to a penalty of NT$10,000 for each business day until it has made the correction. The TWSE may impose a penalty of no less than NT$50,000 and no more than NT$5,000,000 and request the TWSE listed company to discipline the personnel in breach of duty if the violation is committed out of willful misconduct or gross negligence, or results in a material impact on shareholder equity or securities prices.
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