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Article 37-2
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A securities firm's board of directors shall scrupulously review the selection and appointment of managerial officers and oversee their suitability to their positions and maintenance of their qualifications. With respect to material issues including information security protection, fair customer treatment, and legal compliance, said firm shall further establish accountability systems as listed below in accordance with the Plan-Do-Check-Act management cycle:
- Designate dedicated departments with responsibility for coordination and liaison with relevant departments, and for the overall coordination of the various operations.
- Designate dedicated business of each department with regard to the internal management regulations governing the aforementioned material issues.
- For various cross-departmental operations, designate the main responsible and assisting departments. It is advisable that the division of tasks be reviewed at least once a year.
- Ensure that there is a separation of powers and duties and a hierarchy of responsibility, and charge senior management with supervising all business departments.
- Complete the hierarchical structure of responsibility and establish specific and detailed regulations for the internal authorization and approval levels for the business operations of each dedicated department under the preceding subparagraph.
- Assign senior management at or above the level of deputy general manager to directly supervise the heads of the abovementioned departments in the actual execution of day-to-day operations.
- Assign a dedicated person with responsibility for compiling the performance of all relevant departments and for inputting the required information and uploading supporting documents to the securities and futures industry ESG implementation information control system on a quarterly basis.
- Regularly evaluate the efficacy of overall implementation and include it in the performance appraisals of relevant business departments and personnel.
- The quarterly implementation performance mentioned in the preceding paragraph shall be approved by the general manager before it is input and uploaded. If a dedicated functional committee has been set up, it shall first confirm the correctness of the contents.
- The senior management responsible for supervising each department head shall explain to the board of directors the reasons for any failure to achieve predetermined objectives and provide specific plans and supporting evidence such as the expected completion time and anticipated response measures.
- The board of directors shall review annually the performance of the departments in charge of information security protection, fair customer treatment, and legal compliance, and institute rewards and penalties for the responsible personnel according to their respective hierarchical and operational classifications.
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