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Article 14-1
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Public companies, securities exchanges, securities firms, and enterprises set forth in Article 18 shall establish financial and operational internal control systems.
The Competent Authority may prescribe regulations governing the internal control systems of companies or enterprises under the preceding paragraph.
A company or enterprise under paragraph 1 shall file a statement of internal control with the Competent Authority within three months after the close of each fiscal year, unless approval otherwise has been granted by the Competent Authority.
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Article 14-3
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A company that has selected independent directors as set forth in paragraph 1 of the preceding article, unless it has otherwise obtained approval from the Competent Authority, shall submit the following matters to the board of directors for approval by resolution; if an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting:
1. Adoption or amendment of an internal control system pursuant to Article 14-1.
2. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, monetary loans to others, or endorsements or guarantees.
3. A matter relating to the personal interest of a director or supervisor.
4. A material asset or derivatives trade.
5. A material monetary loan, endorsement, or provision of a guarantee.
6. The offering, issuance, or private placement of any equity-type securities.
7. The engagement, discharge, or compensation of an attesting certified public accountant (CPA).
8. The appointment or discharge of a financial, accounting, or internal auditing officer.
9. Any other material matter so required by the Competent Authority.
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Article 36-1
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The Competent Authority shall prescribe rules governing the applicable scope, work procedures, required public announcements, required filings, and other required matters for compliance with respect to major financial or operational actions of public companies, such as acquisition or disposal of assets, engaging in derivatives trading, monetary loans to others, endorsements or guarantees for others, or disclosure of financial forecasts.
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