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Article 14-2
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A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. However, the Competent Authority, shall, as necessary in view of the company's scale, shareholder structure, nature of business, and other essential factors, require it to appoint independent directors, who furthermore shall be not less than two in number and not less than one-fifth of the total number of directors.
Independent directors shall possess professional knowledge, and there shall be restrictions on their shareholdings and the positions they may concurrently hold. They shall maintain independence within the scope of performance of their duties, and may not have any direct or indirect interest relationship with the company. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, determination of independence, method of nomination, and other required matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.
The company may not impede, refuse, or evade the actions of the independent directors in performing their duties. As the independent directors deem necessary to perform 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 necessary expenses will be borne by the company.
In any of the following circumstances, a person may not act as an independent director, or if already acting in such capacity, shall ipso facto be dismissed:
1. Any circumstance set out in a subparagraph of Article 30 of the Company Act.
2. Election of a person that is a government agency, juristic person, or representative thereof as set out with Article 27 of the Company Act.
3. Failure to meet the qualifications for independent director set forth in paragraph 2.
The transfer of an independent director's shareholdings is not subject to the latter part of paragraph 1, or to paragraph 3, of Article 197 of the Company Act.
When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under paragraph 1 or the company's articles of incorporation, a by-election for independent director shall be held at the next shareholders meeting. When all independent directors have been dismissed, the company shall convene a special shareholders meeting to hold a by-election within 60 days from the date the situation arose.
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Article 178
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A person who commits any of the following violations shall be fined an administrative fine of not less than NT$240,000 and not more than NT$4.8 million, and the person may be ordered to correct the violation within a prescribed period. If the person fails to make the correction within the prescribed period, consecutive fines may be imposed:
1. Violation of the provisions of Article 22-2, paragraph 1 or 2, Article 26-1, or Article 22-2, paragraph 1 or 2 as applied mutatis mutandis under Article 165-1.
2. Violation of the provisions of Article 14, paragraph 3, Article 14-1, paragraph 1 or 3, Article 14-2, paragraph 1, 3, or 6, Article 14-3, Article 14-5, paragraphs 1 to 3, Article 21-1, paragraph 5, Article 25, paragraph 1, 2, or 4, Article 31, paragraph 1, Article 36, paragraph 5 or 7, Article 41, Article 43-1, paragraph 1, Article 43-4, paragraph 1, or Article 43-6, paragraphs 5 to 7; or Article 14, paragraph 3, Article 31, paragraph 1, Article 36, paragraph 5, or Article 43-4, paragraph 1 as applied mutatis mutandis under Article 165-1 or 165-2; or Article 14-1, paragraph 1 or 3, Article 14-2, paragraph 1, 3 or 6, Article 14-3, Article 14-5, paragraphs 1 to 3, Article 25, paragraph 1, 2, or 4, Article 36, paragraph 7, Article 41, Article 43-1, paragraph 1, Article 43-6, paragraphs 5 to 7, as applied mutatis mutandis under Article 165-1.
3. An issuer or public tender offeror or a related party thereof or a principal of a securities firm fails to submit account books, forms/statements, documents, or other reference or report materials within the required time period as ordered by the Competent Authority, or evades, impedes, or refuses an examination conducted by the Competent Authority.
4. If any issuer or public tender offeror fails to comply with relevant regulations with respect to the preparation, submission, public announcement, provision, or preservation of the account books, forms/statements, vouchers, financial reports or other relevant business documents as required by this Act or by orders issued by the Competent Authority pursuant to this Act.
5. Violation of Article 14-4, paragraph 1 or 2, or of Article 14-4, paragraph 1 or 2 as applied mutatis mutandis under Article 165-1; or violation of the provisions of the regulations adopted pursuant to Article 14-4 paragraph 5, or adopted pursuant to that paragraph as applied mutatis mutandis under Article 165-1, governing procedures, exercise of powers, or matters to be recorded in the meeting minutes.
6. Violation of the forepart of Article 14-6, paragraph 1, or of the forepart of that paragraph as applied mutatis mutandis under Article 165-1, by failing to establish a remuneration committee; or violation of the provisions of the regulations adopted pursuant to the latter part of Article 14-6 paragraph 1, or adopted pursuant to the latter part of that paragraph as applied mutatis mutandis under Article 165-1, governing the qualifications for the members of the committee, its composition, procedures, exercise of powers, matters to be recorded in the meeting minutes, or public announcement and filing.
7. Violation of the provisions of the regulations adopted pursuant to Article 25-1, or adopted pursuant to that article as applied mutatis mutandis under Article 165-1, governing the qualifications of proxy solicitors, proxy agents, or those handling proxy solicitation matters, the methods of solicitation or acquisition of proxy forms, corporate compliance matters in connection with the convening of shareholders meetings, or refusal to comply with a request by the Competent Authority for provision of information.
8. Violation of the shareholding percentage requirements of directors and supervisors of public companies prescribed by the Competent Authority in accordance with paragraph 2 of Article 26, or of provisions regarding notifications and auditing in the rules for auditing of the shareholdings thereof.
9. Violation of the provisions of Article 26-3, paragraph 1 or 7, or the forepart of paragraph 8; or violation of the provisions of Article 26-3, paragraph 1 or 7, or the forepart of paragraph 8 as applied mutatis mutandis under Article 165-1; or violation of the provisions of the regulations adopted pursuant to the latter part of paragraph 8 of Article 26-3, or adopted pursuant to the latter part of that paragraph as applied mutatis mutandis under Article 165-1, regarding the content of deliberations, procedures, matters to be recorded in the meeting minutes, or public announcement.
10. Violation of the provisions of Article 28-2, paragraphs 2 or 4 to 7, or of Article 28-2, paragraphs 2 or 4 to 7 as applied mutatis mutandis under 165-1; or violation of the provisions of the regulations adopted pursuant to Article 28-2, paragraph 3, or adopted pursuant to that paragraph as applied mutatis mutandis under Article 165-1, regarding share buyback procedures, prices, volumes, methods, methods of transfer, or matters that must be filed and publicly announced.
11. Violation of the provisions of the regulations adopted pursuant to Article 36-1, or adopted pursuant to that article as applied mutatis mutandis under Article 165-1, regarding the scope, working procedures, required public announcements, or required filings for financial or operational actions of material significance, such as the acquisition or disposal of assets, engaging in derivatives trading, monetary loans to others, endorsements or guarantees for others, or disclosure of financial forecasts.
12. Violation of the provisions of Article 43-2, paragraph 1, Article 43-3, paragraph 1, or Article 43-5, paragraph 1; or of Article 43-2, paragraph 1, Article 43-3, paragraph 1, or Article 43-5, paragraph 1, as applied mutatis mutandis under Article 165-1 or Article 165-2; or violation of the regulations adopted pursuant to Article 43-1, paragraphs 4 or 5, or adopted pursuant to Article 43-1, paragraph 4 as applied mutatis mutandis under Article 165-1 or Article 165-2, regarding the scope, conditions, period, related parties, or particulars for filing and public announcement in connection with purchases of securities.
When a foreign company is an issuer, any violation of subparagraph 3 or 4 of the preceding paragraph by the foreign company shall be punished under the preceding paragraph.
If a violation subject to a penalty of an administrative fine under the preceding two paragraphs is a minor violation, the penalty may be remitted, or the violator may first be ordered to correct the violation within a prescribed time period, and the penalty may be remitted once the violation has been corrected.
A reward shall be given for a report of a violation of Article 25-1 that leads to the discovery of a violation. Regulations governing such reward shall be prescribed by the Competent Authority.
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