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The Financial Supervisory Commission (FSC) has launched the "Corporate Governance Roadmap 2013", which proposes thirteen substantive measures to achieve the following five goals: cultivating corporate governance culture, promoting shareholder activism, enhancing board functions, disclosing material corporate governance information and improving regulatory practices. The first measure for shaping corporate governance culture is "Consolidating and coordinating resources by constructing a corporate governance center." As a result, the roadmap requires the Taiwan Stock Exchange (TWSE) to establish the "Corporate Governance Center." To achieve this, the TWSE gathered the government, private-sector organizations related to corporate governance, various securities institutions and industry leaders together to collaborate in the center's formation. This center will serve to consolidate resources, implement a variety of important corporate governance measures and further enhance the standards of Taiwan's corporate governance. In October of 2013, the "Corporate Governance Center" was officially established and immediately began promotional initiatives for its operations.
Mission and Vision
The vision driving the roadmap is to "establish corporate governance culture and create corporate values with a shared level of interest." Through the three joint forces of laws and regulations, corporate self-regulations and market mechanisms, the roadmap aims to encourage corporations and investors to actively participate in corporate governance reforms, which can ultimately create mutual benefits for multiple parties and guide the sustainable development of corporations. To achieve this vision, the center will implement various substantive measures in accordance with the roadmap, and coordinate resources across government, private-sector organizations, various securities institutions and the media. Regulation amendments, investor relations and education, corporate governance evaluations and project researches are significant actions guiding corporations in strengthening their corporate governance and thereby, shaping a good corporate governance culture. Furthermore, the center focuses on global outreach and promotes Taiwan's corporate governance enhancements which will greatly heighten Taiwan's international image and standing.
Corporate Governance Center has established an advisory committee. The committee is composed of 10 representatives from the Securities and Futures Bureau (SFB), Banking Bureau (BB), and Insurance Bureau (IB) of the FSC, Department of Commerce of the Ministry of Economic Affairs (MOEA), Taiwan Stock Exchange (TWSE), Taiwan Futures Exchange (TAIFEX), Taipei Exchange (TPEx), Taiwan Depository & Clearing Corporation (TDCC), Securities and Futures Investors Protection Center (SFIPC), and Securities & Futures Institute (SFI). Furthermore, the agent of TWSE serves as the committee’s convener. The roles of CEO and deputy CEOs are assigned by the convener. The TWSE’s Corporate Governance Department handles the overall project.
The Center has a Corporate Governance Evaluation Committee responsible for reviewing CG evaluations and related matters.
The Center's Responsibilities
The responsibilities of the Secretariat, Comprehensive Planning, Community Outreach and Evaluation Group are defined below:
- Schedule and organize committee meetings
- Ensure effective media relations to enhance social awareness of corporate governance, reinforce public awareness of the importance of corporate governance, help promote related policies and announce the results of corporate governance implementation in Taiwan
- Maintain the center's official website
(2) Comprehensive Planning
- Research/amend regulations, codes and provide guidance for implementing corporate governance and corporate social responsibility
- Conduct project research and appropriate investigations on corporate governance and corporate social responsibility
- Collect information on domestic and international developmental trends in addition to gathering industrial practice perspectives pertaining to corporate governance and corporate social responsibility
- Build and strengthen a database of independent directors, and corporate governance statistical databases
- Enhance global standing, coordinate the various units that participate in international activities related to corporate governance, and establish a relevant network
(3) Community Outreach
- Promote and propagate corporate governance, including through the sharing of industrial best practices
- Regularly converse with related private sectors and authorities who serve as a reference for drafting or amending relevant measures
- Plan a "directors and supervisors training map", design courses and provide occupational training, or outsource to a relevant training unit
- Improve investor communication by requiring companies to build their own websites and set up a communication platform for stakeholders
- Draft investor education programs, design related courses and manuals for different types of investors aiming to assist shareholders in understanding their rights, the values of corporate sustainable development, how to supervise the compliance of companies and improve their competitiveness through various resources
(4) Evaluation Group
- Plan and conduct information transparency, a disclosure ranking system and a corporate governance evaluation system on listed companies
- Draft evaluation indicators, scoring principles, announce methods of evaluation results and recognize top achievers
- Develop differentiated management mechanisms integrating positive motivations or penalties as needed for TWSE/TPEx listed companies based on evaluation results