Chapter 2 Compliance with Laws and Regulations and Enhancement of Internal Management
| Article 3 | A bank shall establish a legal compliance system, assign a certain department to be responsible for the programming management, and execution of such system, establish consultation, coordination, and communication systems, provide legal training to each department, and assign personnel to serve as legal compliance executives responsible for implementing legal compliance matters in order to ensure the efficiency of the legal compliance system and to enhance the function of self-discipline. |
| Article 4 | A bank shall establish a complete internal control system and implement it effectively. To ensure an appropriate and effective internal control system be established and maintained, the board of directors shall take the ultimate responsibility. The management shall be in charge of implementing business strategies and policies approved by the board of directors, developing a procedure sufficient to identify, assess, supervise, and control the bank's risk, and establishing an appropriate and effective internal control system. |
| Article 5 | The internal control systems of a bank shall cover all operational activities, including setting up a clear organizational system, departmental duties, definite authorization, delegation of responsibilities as well as policies and operating procedures of relevant services. |
| Article 6 | To ensure the internal control system continuously to function effectively, a bank shall establish an internal audit system to assist the management in auditing and assessing whether the internal control system is operating effectively, and providing recommendations for improvement timely.
A bank shall establish an audit departmentsubordinated to the board of directors. The audit department shall implement internal audit tasks with a impartial and independent attitude, and report to the board of directors and supervisors regularly. |
| Article 7 | The management of a bank shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, evaluate problems of the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis so as to ensure a sound corporate governance system. |
| Article 8 | A bank shall set up a self-audit system. Personnel of operation, asset management, and information department shall mutually audit each other's business implementation at a frequency prescribed by the competent authority. Personnel shall be assigned to supervise the implementation of the self-audit system to investigate the operational deficiencies as soon as possible, and rectify such deficiencies timely. |
| Article 9 | In order to effectively utilize internal and external audit reports and control functions provided, a bank shall continuously follow up and evaluate the improvement referred to the opinions or deficiencies audited by the financial inspection authority, the CPA, or the internal audit department. |
| Article 10 | To protect its shareholders’rights and interests and to treat all shareholders fairly, a bank shall establish a corporate governance system which ensures shareholders be fully informed of, participating in and making decisions about important matters of the company. |
| Article 11 | A bank shall convene shareholders' meetings in accordance with the Company Law and relevant laws and regulations and provide comprehensive rules for such meetings. A bank shall faithfully implement resolutions adopted by shareholders' meetings in accordance with the rules for the meetings.
Resolutions adopted by shareholders' meetings of a bank shall comply with laws, regulations and articles of incorporation. |
| Article 12 | The board of directors of a bank shall properly arrange the proposals and agenda of shareholders' meetings. Shareholders shall be granted reasonable time to deliberate each proposal and afforded an appropriate opportunity to make statements.
For the shareholders’ meetings that are convened by the board of directors, it would be advisable for a majority of the directors to attend the meetings. |
| Article 13 | A bank shall encourage its shareholders to actively participate in its corporate governance and hold shareholders' meetings on the premise of legal, effective and safe proceedings. A bank shall seek all ways and means, including fully exploiting technologies for information disclosure, so as to enhance the attendance rate of shareholders at the shareholders' meeting and ensure the exercise of shareholders' rights by shareholders at the shareholders' meeting in accordance with laws. |
| Article 14 | A bank shall record the minutes of the shareholders' meeting in accordance with the Company Law and other applicable laws and regulations. With respect to unanimously adopted proposals, the meeting minutes shall state: "The resolution is unanimously adopted by all shareholders attending the shareholders' meeting after the chairman inquires all attending shareholders' opinion." As to any proposal that has received any dissent, the meeting minutes shall record the method and result of the voting. With respect to the election of directors and supervisors, the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the elected directors or supervisors. The minutes of the shareholders' meeting shall be properly and perpetually kept by the company during its legal existence. It would be advisable for a bank to fully disclose such meeting minutes on its website, if any. |
| Article 15 | The chairman of the shareholders’ meetings shall be fully familiar and comply with the rules governing the proceedings of the shareholders’ meetings established by the company.
In order to protect the interests of most shareholders, if the chairman declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders’ meetings, the attending shareholders at the shareholders’ meeting shall elect a new chairman of the shareholders’ meeting to continue the proceedings of the meeting by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting with the legal procedures. |
| Article 16 | A bank shall respect the shareholders' rights to know and faithfully comply with the applicable regulations regarding the information disclosure to provide, regularly and timely, the shareholders with information relating to the financial and operational conditions and the insiders' shareholdings, and corporate government status in the bank by utilizing the Market Observatory Post System or the website established by the bank. |
| Article 17 | The shareholders shall be entitled to profit distributions by the bank. In order to ensure the shareholders’ investment interests, the shareholders’ meeting may appoint an inspector to examine the statements and books prepared and submitted by the board of directors and the audit reports submitted by the supervisors, and may decide, by resolution, profit distributions and deficit off-setting plans. The board of directors, supervisors, and managers of a bank shall fully cooperate in the examination conducted by the inspectors without any obstruction, rejection or circumvention. |
| Article 18 | In entering into material financial and business transactions outside the business scope, such as acquisition or disposal of assets, a bank shall establish the operating procedures in relation to these material financial and business transactions in accordance with the applicable laws and/or regulations and have the same report to and approved by the shareholders’ meeting so as to protect the interests of the shareholders. |
| Article 19 | In order to protect the interests of the shareholders, it would be advisable for a bank to handle shareholders' proposals, inquiries and disputes properly.
A bank shall properly deal with matters arising from any action instituted by shareholders pursuant to the applicable laws claiming damage to such shareholders' interests caused by the resolution adopted in its shareholders' meetings or the board of directors meetings in violation of the applicable laws, regulations or its articles of incorporation, or claiming a breach by its directors, supervisors or managers of applicable laws, regulations or the company's articles of incorporation in performing their duties. |
| Article 20 | A corporate shareholder having controlling power over a bank shall comply with the following provisions:
1. It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the company to be engaged in transactions at other than arm's length or involved in a management conduct for illegal profit.
2. It shall define relevant rules of duties and voting policies for their representatives to abide by. When participating in shareholders meetings, the representative shall exercise his/her voting rights in good faith and for the best interest of all shareholders, and exercise the fiduciary duty and duty of care of a director or supervisor.
3. It shall comply with relevant laws, regulations, and the articles of incorporation in nominating directors or supervisors and shall not act beyond the authority granted by the shareholders meeting or board meeting.
4. It shall not improperly intervene in bank policymaking or obstruct bank management activities.
5. It shall not restrict or impede the business of the bank by methods of unfair competition. |
| Article 21 | A bank shall clearly identify the allocation of its management authorities and responsibilities over personnel, assets and financial matters of its affiliated enterprises, and shall conduct risk evaluation and establish appropriate firewalls. |
| Article 22 | In order to prevent a bank's interested party from exploiting their duties to engage in improper extension of credit, and thereby damage the rights and interests of the shareholders and depositors and affect the bank's sound operations, the bank shall restrict the extension of credit on the major shareholders, invested enterprises, responsible persons and staff of the bank, or persons having interested relationships with the bank's responsible persons or credit-granting staff. The bank shall comply with the Banking Act and relevant regulations prescribed by the competent authority about the limitation of the extension of credit to interested parties. |
| Article 23 | In order to prevent the illicit tunneling of profits and consequent harm to the rights and interests of the bank or shareholders, when engaging in real estate transactions with major shareholders, invested enterprises, responsible persons and staff of the bank, or persons having interested relationships with the bank’s responsible persons shall be based on the principles of fairness, justice and impartiality, and shall uphold normal business conventions, and act in accordance with the Banking Act and relevant regulations prescribed by the competent authority. |
| Article 24 | Unless otherwise provided by the laws and regulations, a manager of a bank may not serve as a manager of its affiliated enterprises.
A director, who engages in any transaction for himself or on behalf of another person that is within the scope of the bank's business, shall disclose to the shareholders' meeting the material terms of such transaction and obtain its consent. |
| Article 25 | A bank shall establish a sound management system for finance, operations and accounting in accordance with applicable laws and regulations.
A bank may establish a large exposures management system when warranted by their business situation. |
| Article 26 | Where a bank and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between each other shall be made in accordance with the principle of fair dealing and reasonableness. Both parties shall definitively stipulate the terms and conditions of the price and payment terms mechanism, and desist from any transactions that are other than at arm's length. |
| Article 27 | A bank shall ensure the command at any time of information on the identity of major shareholders and disclose periodically important information about its major shareholders relating to the pledge, increase or decrease of share ownership, or other matters that may possibly trigger a change in the ownership of their shares.
"Major shareholder" in the preceding paragraph means a shareholder who owns 5 percent or more of the equity shares of the bank or whose equity shareholding ratio is among the top 10 shareholders, provided however that the bank may set a lower shareholding ratio threshold according to the shareholding ratio that could actually control the company. |
| Article 28 | The board of directors shall be responsible for the bank's overall business strategies and major policies, supervise the management effectively, and shall be accountable to all shareholders.
Procedures and arrangements relating to corporate governance shall ensure that, in exercising its powers, the board of directors will comply with laws, regulations, the articles of incorporation and resolutions of shareholders’ meetings of the bank. |
| Article 29 | The board members shall have the necessary knowledge, skill, and experience for performing their duties. To achieve the ideal goal of corporate governance of a bank, the board of directors shall have the following abilities:
1. ability to make operational judgment;
2. ability to perform accounting and financial analysis;
3. ability to conduct management administration;
4. ability to manage risks;
5. ability to conduct crisis management;
6. possession industrial knowledge;
7. possession perspective of international market;
8. ability to lead; and
9. ability to make decisions. |
| Article 30 | A bank shall stipulate a fair, impartial, and open procedure for the election of directors in accordance with the Company Law, and shall adopt the cumulative voting mechanism or other methods set forth in the articles of incorporation sufficient to fully reflect the opinions of the shareholders.
Directors of a bank shall comply with the requirements set forth in the "Regulations Governing Qualification Requirements For Responsible Persons of Banks.” |
| Article 31 | A bank may designate an appropriate number of independent directors based on the operational scale and business needs. Shareholders shall recommend candidates, who are natural persons that comply with the qualification prescribed by the competent securities authority to be elected in the shareholders’ meeting. However, a TSE/GTSM listed bank shall proceed in accordance with the regulations governing independent directors prescribed by the competent securities authority, the Taiwan Stock Exchange and the GreTai Securities Market. |
| Article 32 | Clear distinctions shall be drawn between the responsibilities and duties of the chairman and its general manager. The chairman shall not also act as the general manager or they are spouses. |
| Article 33 | A bank, which has independent directors, shall stipulate expressly the scope of duties of the independent directors and empower them with manpower and material support related to the exercise of their power. The bank or other board members shall not restrict or obstruct the performance of duties by the independent directors.
A bank may set forth reasonable compensation different from that of other directors for the independent directors. |
| Article 34 | In order to achieve the goal of corporate governance, the major duties of the board of directors of a bank are as follows:
1. stipulation of an effective and appropriate internal control system;
2. selection and supervision of managers;
3. review of the management policy and business plan of the bank;
4. review of the financial goals of the bank;
5. supervision of the result of operations of the bank;
6. supervision of the establishment of risk management mechanisms by the bank;
7. supervision of the compliance with relevant laws and regulations by the bank;
8. planning the future development of the bank;
9. maintenance of the bank image; and
10. appointment of specialists, such as CPAs. |
| Article 35 | For the purpose of developing decision-making functions and strengthening management mechanisms, the b oard of directors of a bank may, taking into account the basis of the size of the board and the number of the independent directors, set up various functional special committees and have them stipulated in the articles of incorporation.
Special committees shall be responsible to the board of directors and submit the proposals to the board of directors for approval.
Special committees shall adopt regulations governing the exercise of their power and duty to be approved by the board of directors. The regulations governing the exercise of their power and duty shall at least be comprised of the functions, responsibilities, the process for exercising the power (the status of the organization, the qualifications of the members, the resources for exercising the power and duty and the procedure for such exercise) and annual review and assessment of the necessity of renewing the policy of regulations for exercising the power and duty. |
| Article 36 | A bank may set up the audit committee, whose functions and duties are as follows:
1. examination of the accounting system, financial conditions, and the procedure for financial reports of the bank;
2. reviewing the procedures for major financial and business transactions such as acquisition or disposal of assets;
3. communications with the CPAs of the bank;
4. examination of the internal auditors and their performance;
5. assessment of the internal control of the bank;
6. assessment and supervision of the risk-tolerance of the bank, current status of risk borne, and compliance with risk management procedures; and ensuring the independence of the risk management department;
7. inspection of law compliance by the bank;
8. assessment of the qualifications of CPAs and nomination of qualified candidates.
Where a bank has independent directors, the audit committee shall consist of at least one independent director and be convened by the same. |
| Article 37 | A bank may engage a professional and competent legal counsel to provide adequate legal consultation services to the bank, or to assist the directors, the supervisors and the management to improve their knowledge of the law, for the purpose of ensuring the corporate governance matters will proceed pursuant to the relevant legal framework and the prescribed procedures.
In the event that the directors, supervisors or the management are involved in litigation as result of performing his or her duties as provided by the law or arising from shareholders disputes, depending on the circumstances the bank shall retain a legal counsel to provide assistance. |
| Article 38 | A bank shall select a professional, responsible and independent CPA to be its external auditor, who shall perform regular reviews of the financial conditions and internal control measures of the bank. With regard to the irregularity or deficiency timely discovered and disclosed by the auditor during the review, and the concrete measures for improvement or prevention suggested by the auditor, the bank shall faithfully implement improvement actions.
A bank shall evaluate the independence of the auditor engaged by the bank regularly (at least once a year). In the event that the bank engages the same auditor without replacement for several years consecutively, or if the auditor is subject to disciplinary actions or other circumstances prejudicial to the independence of the auditor, the bank shall review the necessity of replacing the auditor, and shall submit to the board the conclusion of such review. |
| Article 39 | A bank shall hold a board meeting regularly so as to meet business needs.
The board meeting may be convened at any time in the event of an emergency. In terms of a regular board meeting, an agenda shall be arranged in advance, notices shall be sent to all directors and supervisors according to the time scheduled set by the laws.
A bank shall adopt the rules for proceedings of board meetings and report the same to the shareholders' meeting so as to enhance the operational efficiency and decision-making capability of the board. |
| Article 40 | In terms of a regular board meeting, an agenda shall be arranged in advance, notices shall be sent to all directors and supervisors according to the time scheduled set by the laws, and sufficient meeting materials shall be prepared.
A bank with independent directors shall pay attention to the independent directors’ request of sufficient information. A TSE/GTSM listed bank shall comply with Article 33 of the Corporate Governance Best-Practice Principles for TSE/GTSM Listed Companies. |
| Article 41 | A director shall exercise a high degree of self-discipline and shall voluntarily abstain from voting, for himself or herself or as proxy for another director, on a proposal submitted to the board of directors that risks the involvement of the director's own interest to the detriment of the interest of the bank.
The matters that a director shall voluntarily abstain from voting as referred to in the preceding paragraph shall be clearly set forth in the rules for the proceedings of board meetings. |
| Article 42 | When a bank convenes a board meeting, relevant materials shall be duly prepared for reference and reviewed by the directors participating in the meeting at any time.
Where a bank has an audit committee or independent directors, when the board deliberates on the material financial or operational transactions, such as proposals of acquisition or the disposal of assets, sufficient consideration shall be given to the opinion of the audit committee or that of the independent directors.
During the proceeding of the board meetings, managers from the relevant departments shall sit in at the meetings, make report on the current business conditions of the bank and respond to inquiries raised by the directors, so as to assist the directors in understanding the conditions of the bank for the purpose of adopting an appropriate resolution. |
| Article 43 | Staff personnel of a bank attending board meetings shall collect and correctly record the meeting minutes in detail.
The board meeting minutes shall be signed or sealed by the chairman and secretary of the meeting, be treated as important corporate records and, during the life of the bank, shall be placed in safekeeping permanently.
Where a resolution of the board of directors violates laws, regulations, articles of incorporation, or resolutions adopted in the shareholders' meeting, and thus causes an injury to the bank, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages. |
| Article 44 | A bank shall designate managing directors pursuant to the Company Law, in consideration of the scale and need of the board of directors.
If a bank has independent directors, it is advisable that there shall be one or more independent directors among its managing directors.
A bank shall set forth in the articles of incorporation the scope of delegation to managing directors or the chairman when the board of directors is in recess. When material interest of the bank is involved, the matter shall be disposed of by a resolution of the board of directors. |
| Article 45 | A bank shall ask the appropriate corporate department or personnel to handle matters and implement actions pursuant to the board of directors' resolutions in a way consistent with the program schedule and objectives. It shall also follow up and faithfully review these matters, and report the implementation situation to the board of directors. |
| Article 46 | Members of the board shall faithfully conduct corporate affairs and discharge this duty of care as a good administrator. In conducting the affairs of the bank, unless matters are reserved for resolutions in shareholders' meetings by law or in the articles of incorporation of the bank, they shall ensure that all matters will faithfully adhere to the board's resolutions.
Where a bank has independent directors, the independent directors shall perform their duties in accordance with relevant laws, regulations and the articles of incorporation of the bank so as to protect the interest of the bank and shareholders. |
| Article 47 | If a resolution of the board of directors violates law, regulations or the bank's articles of incorporation, at the request of shareholders holding shares continuously for a year or at the notice of a supervisor to discontinue the implementation of the resolution, members of the board shall take appropriate measures or discontinue the implementation of such resolution as soon as possible. |
| Article 48 | The aggregate shareholding percentage of all of the directors of a bank shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed. |
| Article 49 | A bank shall constitute a liability insurance contract with an insurance company for independent directors with respect to their liabilities resulting from exercising their duties. |
| Article 50 | Directors of a bank are advised to participate in training courses of law, finance, business or accounting which cover subjects relating to corporate governance upon becoming directors and throughout their terms of occupancy in accordance with the rules of the Taiwan Stock Exchange and the GreTai Securities Market. They shall also ensure that employees at all levels will enhance their professionalism and knowledge of the law. |
| Article 51 | A bank’s articles incorporation shall stipulate a fair, impartial, and open procedure for the election of supervisors in accordance with the Company Law, and shall adopt the cumulative voting mechanism or other methods set forth in the articles of incorporation sufficient to fully reflect the opinions of the shareholders.
Supervisors of a bank shall comply with the requirements set forth in the “Regulations Governing Qualification Requirements For Responsible Persons of Banks.” |
| Article 52 | The spouse, relatives by blood within the second degree of relationship or relatives by marriage within the first degree of relationship of supervisors shall not serve as directors or supervisors in the same bank. |
| Article 53 | The aggregate shareholding percentage of all of the supervisors of a bank shall comply with the laws and regulations. Restrictions on the share transfer of each supervisor and the creation, release, or changes of any pledges over the shares held by each supervisor shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed. |
| Article 54 | A bank may designate an appropriate number of independent supervisors based on the business scale and needs. Shareholders may recommend candidates, who are natural persons that comply with the requirements prescribed by the competent securities authority to be elected in the shareholders’ meeting for it to elect the independent supervisors.
However, a TSE/GTSM listed bank shall proceed in accordance with the regulations governing independent supervisors prescribed by the competent securities authority, the Taiwan Stock Exchange and the GreTai Securities Market.
An independent supervisor is advised to have a domicile within the territory of R.O.C. in order to timely perform the supervisory functions. |
| Article 55 | When a bank sets forth the number of supervisors in its articles of incorporation, it shall evaluate the appropriate number on an overall basis. Those who serve as supervisors shall have ample professional knowledge and skill, work experiences, and possess an honest, practical, fair, and impartial attitude. |
| Article 56 | In order to fulfill the functions of a supervisor, the supervisor shall have professional knowledge and be familiar with the relevant laws and regulations, understand the rights, obligations, and duties of directors of the bank and the functions, duties, and operation of each department, and frequently attend meetings of the board of directors to supervise the operations and to state his/her opinions when appropriate so as to control or discover any abnormal situation early on. |
| Article 57 | A supervisor shall supervise the implementation of the operations of the bank so as to reduce the operational risks of the bank.
Where a director, for himself/herself or on behalf of others, enters into a sale/purchase or loan transaction, or conducts any legal act outside of the banking business with the bank, a supervisor shall act as the representative of the bank. In the event that there is any independent supervisor, to enhance supervision, it is advisable that the independent supervisor shall act as the representative of the bank in the above situation. |
| Article 58 | A supervisor shall investigate the operational and financial conditions of the bank at any time, and the relevant departments in the bank shall provide the books or documents that will be needed for the supervisor's review.
When reviewing the finance or operations of the bank, a supervisor may retain attorneys or accountants on behalf of the bank to perform the review; however, the bank shall inform the relevant persons of their confidentiality obligations.
The board of directors or managers shall submit reports in accordance with the request of the supervisors and shall not for any reason obstruct, circumvent, or refuse the inspection of the supervisor.
When a supervisor performs his/her duties, a bank shall provide necessary assistance as needed by the supervisor, and the reasonable expenses that the supervisor needs shall be borne by the bank. |
| Article 59 | For supervisors to timely discover any possible irregular conduct in the bank, a bank shall establish a channel for supervisors to communicate with the employees, shareholders, and stakeholders.
Upon discovering any irregular conduct, a supervisor shall take appropriate measures timely to curb the expansion of the irregular conduct, and file a report to the relevant regulatory authorities or agencies if necessary.
Where any of the independent directors, general managers, officers of finance or accounting, or attesting CPAs resigns or is removed from his/her position, the supervisors shall further investigate the reason thereof.
In the event that a supervisor neglects his/her duties and therefore causes harm to the bank, the supervisor shall be liable to the bank. |
| Article 60 | When exercising his/her supervisory power, each supervisor of a bank may, after taking into consideration the overall interest of the company and shareholders, periodically or non-periodically convene a meeting to exchange opinions among all the supervisors when he or she feels necessary.
In order to promote deliberative efficiency, when supervisors convene the meeting referred to in the preceding paragraph, the supervisors shall stipulate complete rules for the proceedings of meetings, and shall submit said rules to the shareholders’ meeting. The minutes of each meeting shall be placed in safekeeping permanently. |
| Article 61 | To empower the supervisory functions of supervisors, supervisors of a bank shall independently exercise their powers. When supervisors exercise their supervisory powers at different times, the relevant departments shall not request consistent inspecting actions or refuse to repeatedly provide data. |
| Article 62 | A bank shall constitute a liability insurance contract with an insurance company for independent supervisors with respect to their liabilities resulting from exercising their duties. |
| Article 63 | Supervisors of a bank are advised to participate in training courses of professional knowledge, such as law, finance, or accounting upon becoming supervisors and throughout their terms of occupancy in accordance with the rules of the Taiwan Stock Exchange and the GreTai Securities Market. |
| Article 64 | A bank shall grant independent supervisors reasonable compensation in consideration for their differences from ordinary supervisors. |
| Article 68 | A bank shall provide sufficient information to their customers to facilitate their understanding of banking business within the compliance of relevant laws and regulations. W hen any of the customers' legal rights is harmed upon, a bank shall respond positively and handle properly to resolve the problems with a positively responsible attitude. |
| Article 69 | Information disclosure is the major responsibility of a bank. A bank shall perform its obligations faithfully in accordance with the relevant laws and the bank’s articles of incorporation. |
| Article 70 | A bank shall establish an internet-based reporting system for information disclosure, appoint specified personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders. |
| Article 71 | In order to enhance the accuracy and timeliness of the material information disclosed, a bank shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the bank's financial status and operating businesses and who are capable of coordinating among departments for gathering relevant information and representing the bank in making statements independently.
A bank shall appoint one or more acting spokesperson who shall represent the company, when the spokesperson cannot perform his/her duties, in making statements independently, provided that the order of authority is established to avoid any confusion.
In order to implement the spokesperson system, a bank shall unify the process of making external statements and require the management and employees to maintain the confidentialities of financial and operational secrets and prohibit disclosure thereof by them at will.
The bank shall disclose the relevant information regarding any change to the position of a spokesperson or acting spokesperson upon such change. |
| Article 72 | In order to keep shareholders and stakeholders fully informed, it is advisable that a bank utilizes the convenience of the Internet and set up a website containing the information regarding the bank's finance, operation and corporate governance.
To avoid misleading information, the website referred to in the preceding paragraph shall be maintained by specified personnel, and the information shall be updated timely in case of any change. |
| Article 73 | A TSE/GTSM listed bank shall hold analyst meeting in compliance with the regulations of the TSEC and GTSM. |
| Article 74 | A bank shall disclose the following information regarding corporate governance in the fiscal year in accordance with laws, regulations and these Principles:
1. corporate governance framework and rules;
2. ownership structure of the bank;
3. structure and independence of the board of directors;
4. responsibility of the board of directors and managerial personnel;
5. composition, duties, and independence of supervisors;
6. status of continuing education of directors and supervisors;
7. compensation structures of directors and supervisors;
8. information regarding credit extension of stakeholders;
9. disclosure of capital adequacy; and
10. other matters subject to information disclosure required by laws and regulations. |