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Article NO. Content

Title:

Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses  CH

Amended Date: 2021.03.29 
Article 32     A company listed on the TWSE or the TPEx shall record the following matters relating to the state of its implementation of corporate governance:
  1. The state of operations of the board of directors: Number of meetings; attendance rate of each director; an evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal years, and measures taken toward achievement thereof; and any other matters that require reporting. (Table 58)
  2. The state of operations of the audit committee or the state of participation in board meetings by the supervisors: Number of meetings; rate of attendance (or of attendance as a non-voting participant) of each independent director or supervisor; and any other matters that require reporting. (Table 59, Table 60)
  3. The state of the company's implementation of corporate governance, any variance of such implementation from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies, and the reason for any such variance. (Table 61)
  4. If the company has a compensation committee in place, the composition and operation of the compensation committee shall be disclosed. (Table 62)
  5. The state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Table 63)
  6. The state of the company's performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Table 64)
  7. If the company has adopted corporate governance best-practice principles or related bylaws, it shall disclose how these are to be searched.
  8. A summary of resignations and dismissals, during the most recent fiscal year and up to the prospectus publication date, of the company's chairperson of the board of directors, general manager, chief accounting officer, chief financial officer, chief internal audit officer, chief corporate governance officer, and chief research and development officer. (Table 65)
  9. Any other material information that would afford a better understanding of the status of the company's implementation of corporate governance may also be disclosed.
    The provisions of the preceding paragraph shall also apply to any securities firm, securities investment trust enterprise, securities investment consulting enterprise, or futures commission merchant that is a public company.