Article 20 |
The board of a TPEx listed company shall appoint an agenda working group in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
It is advisable that a TPEx listed company should have in place, according to its size, business conditions, and management needs, qualified corporate governance personnel in an appropriate number and appoint one chief corporate governance officer as the most senior executive for corporate governance affairs.
A TPEx listed company shall appoint a chief corporate governance officer if it has paid-in capital of NT$10 billion or more or if it is a financial enterprise that is so required by the competent authority.
The appointment of a chief corporate governance officer by a TPEx listed company shall be subject to these Directions, provided, where the laws and regulations of the competent authority provide otherwise, such provisions shall govern.
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Article 21 |
The corporate governance affairs described in paragraph 2 of the preceding article shall cover, at a minimum, the following:
- Handling of matters relating to board meetings and shareholders meetings in accordance with law.
- Preparation of minutes of board meetings and shareholders meetings.
- Provision of assistance in onboarding and continuing education of the directors and supervisors.
- Provision of information required for the performance of duties by the directors and supervisors.
- Provision of assistance to the directors and supervisors in complying with laws and regulations.
- Other matters specified by the articles of incorporation or by contract.
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Article 22 |
A chief corporate governance officer is a managerial officer of the company and shall be governed by the provisions of the Company Act and the Securities and Exchange Act with respect to managerial officers.
Unless otherwise provided by law or regulation, a TPEx listed company may appoint a person holding another position in the company to concurrently serve as its chief corporate governance officer.
Where a TPEx listed company appoints a person holding another position in the company 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 without any conflict of interest or violation of internal control.
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Article 23 |
A chief corporate governance officer shall be a qualified, practice-eligible lawyer or certified public accountant (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, financial affairs, stock affairs, or the corporate governance affairs specified in Article 21.
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Article 24 |
A TPEx listed company shall arrange for continuing professional education (CPE) for its chief corporate governance officer.
A chief corporate governance officer shall complete a minimum of 12 CPE hours per year, except that an initially appointed chief corporate governance officer shall complete a minimum of 18 CPE hours within 1 year from the date of appointment. The continuing education scope, continuing education system, and other continuing education affairs with respect to the CPE shall be governed mutatis mutandis by the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.
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Article 25 |
In the event of resignation or dismissal of a chief corporate governance officer appointed under Article 20, paragraph 3, the TPEx listed company shall appoint another person to fill the vacancy within 1 month from the date of occurrence.
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