| Article 33 |
The section on implementation of corporate governance shall include the following information:<br/>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 year, and measures taken toward achievement thereof; and any other matters that require reporting. (Attachment 62)<br/>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. (Attachment 63, Attachment 64)<br/>3.Disclosures required under the Corporate Governance Best-Practice Principles, provided that for disclosures that already have been made on the company's website, it is permissible to simply disclose the website for reference.<br/>4.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. (Attachment 65)<br/>5. If the company has a compensation committee or nomination committee in place, the composition and operation thereof shall be disclosed. (Attachment 66)<br/>6. The state of the company's performance of sustainable development. Listed companies must explain the deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons (Attachment 67). Companies must disclose climate-related information (Attachment 67-1) while the schedule for the disclosure and verification of greenhouse gas inventory information shall be set by the FSC.<br/>7.The state of the company's performance in the area of ethical corporate management, where a compnay listed on the TWSE or the TPEx shall disclose any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. (Attachment 68)<br/>8.If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be accessed.<br/>9.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, and chief corporate governance officer. (Attachment 69)<br/>10.Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed. |
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