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Article NO. Content

Title:

Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets  CH

Amended Date: 2021.09.30 (Articles 36-2 amended,English version coming soon)
Current English version amended on 2019.03.15 
Article 36-3     A service enterprise may have in place, according to its business conditions and management needs, qualified corporate governance personnel in an appropriate number and may appoint one chief corporate governance officer as the most senior executive for corporate governance affairs. However, the competent authority shall require a service enterprise to appoint a chief corporate governance officer if so required in consideration of its size or business nature or in any other necessary circumstances.
     The corporate governance affairs referred to in the preceding paragraph shall include, at a minimum, the following:
  1. Handling of matters relating to board of directors meetings and shareholders meetings in compliance with law.
  2. Preparation of minutes of board of directors meetings and shareholders meetings.
  3. Assistance in onboarding and continuing education of the directors and supervisors.
  4. Provision of information required for performance of duties by the directors and supervisors.
  5. Assistance to the directors and supervisors in complying with laws and regulations.
  6. Other matters specified by the articles of incorporation or by contract.
    The chief corporate governance officer described in paragraph 1 shall be a managerial officer of the company. The chief corporate governance officer shall be subject to the following requirements, unless otherwise provided by law or regulation:
  1. A chief corporate governance officer shall be a qualified, practice-eligible lawyer or CPA or have served in a managerial position for at least 3 years in a securities, financial, or futures related institution or a public company in a unit handling legal affairs, legal compliance, internal auditing, financial affairs, stock affairs, or corporate governance affairs.
  2. A chief corporate governance officer shall complete a minimum of 18 hours of continuing education courses within 1 year from the date of the person's appointment to that position, and a minimum of 12 hours of continuing education courses in each following year. The continuing education courses shall include, at a minimum, corporate governance related topics such as commerce, legal affairs, finance, accounting, corporate social responsibility, risk management, and internal control. The qualified continuing education institutions and the conduct of continuing education shall be subject mutatis mutandis to the provisions of the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, as jointly adopted by the Taiwan Stock Exchange and the Taipei Exchange, with respect to the continuing education system.
    Unless otherwise provided by law or regulation, a service enterprise may appoint a person holding another position in the company to concurrently serve as its chief corporate governance officer. Where the service enterprise appoints a person holding another position to concurrently serve as its chief corporate governance officer, it shall ensure that the functions and duties of both the principal position and the concurrent position of that person are discharged effectively, and there shall be no conflicts of interest or violations of the internal control system.
    In the event of resignation or dismissal of the chief corporate governance officer appointed under the proviso of paragraph 1, the service enterprise shall appoint another person to fill the vacancy within 1 month from the date of occurrence.