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Article 61
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A securities firm shall disclose the following relevant information regarding corporate governance for the fiscal year in accordance with laws and regulations and the regulations of the TSE, TPEx or Chinese Securities Associations, and shall continue to update the information, provided no disclosure of information about supervisors is required in the case of an audit committee:
- corporate governance framework structure and rules;
- ownership structure and shareholders' equity, including specific and clear dividend policy;
- structure of board of directors and professionalism and independence of board members;
- responsibility of the board of directors and managerial personnel;
- composition, duties and independence of the audit committee or supervisors;
- composition, duties and operation of the remuneration committee and other functional committees;
- emoluments paid to directors, supervisors, general manager, and vice general manager in the most recent two years, analysis of ratio of the sum of emoluments paid to after-tax net profits in separate or individual financial report, emolument payment policy, standards and makeups, procedures to determine emoluments, and the relevance to operational performance and future risks. In a special individual circumstance, emoluments of an individual director and supervisor shall be disclosed;
- the progress of training of directors and supervisors;
- risk management information;
- interested parties' rights, channels for submitting complaints, issues of concern, and appropriate response method;
- details of the events subject to information disclosure required by law and regulations;
- the enforcement of corporate governance, deficiency between the corporate governance principles implemented by the company and the Principles, and the reason for the deficiency;
- information about transactions with related parties;
- disclosure of capital adequacy; and
- other information regarding corporate governance.
The Taiwan branches of foreign securities firms may choose not to disclose the matters set forth in items 2 to 8 in the preceding paragraph.
A securities firm is advised, according to the actual performance of the corporate governance system, to disclose the plans and measures to improve its corporate governance system through appropriate mechanisms.
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