Press ReleasesLatest News

Reference Guidelines for Exercise of Duties and Powers by Independent Directors and Audit Committees Released to Assist TWSE- and TPEx-Listed Companies in Improving Directors’ Functions and Implementing Sustainable Governance

Publish time:2022-09-29

In order to enhance corporate governance, all supervisors of companies listed on the Taiwan Stock Exchange (the “TWSE”) and Taipei Exchange (the “TPEx”) are to be replaced by the audit committee from 2022 onward, thus making the responsibilities of audit committee independent directors ever more important. In order to provide them a reference to perform their Duties and Powers, the TWSE and TPEx jointly entrusted the Taiwan Corporate Governance Association to refer to relevant domestic and foreign regulations plus operational practices, resulting in all findings being compiled and published in the “Reference Guidelines for the Exercise of Duties and Powers by Independent Directors and Audit Committees” in order to give full focus to their functions.

On September 29, the TWSE, TPEx and Taiwan Corporate Governance Association jointly conducted the “2022 Meeting for the Release of the Reference Guide for the Exercise of Duties and Powers of Independent Directors and Audit Committees and Publicity to Directors and Supervisors." Directors and corporate governance executives of TWSE- and TPEx-listed companies are invited to participate in the meeting to share their sustainable corporate development experience, as well as the gain awareness of the recent amendments to corporate governance laws and regulations. The release of the “Reference Guide for the Exercise of Duties and Powers of Independent Directors and Audit Committees,” and the introduction of the corporate risk management mechanism are also announced. It is expected that the Board of Directors can augment its role in supervision and business development, thus improving the sustainable corporate development through the implementation of Corporate Governance 3.0, and creating a sound ESG ecosystem to strengthen the international competitiveness of the capital market.

Li-Chung Chien, President of the TWSE, said in his opening speech that Taiwan's corporate governance has now developed to the 3.0 stage. In addition to the incorporation of the ESG sustainable development concept, promotion is carried out in important aspects such as strengthening the board of directors’ functions and improving information transparency; more importantly, according to the FSC regulations, all TWSE- and TPEx-listed companies need to establish an audit committee from 2022 onward to fully replace the past supervisor system. This represents a major shift in Taiwan's corporate governance system. It is expected that the release of the “Reference Guide for the Exercise of Duties and Powers of Independent Directors and Audit Committees” can provide a guideline to take into account when performing their duties. This includes the directors’ mindset when performing their duties, the terms of reference granted by laws and regulations, how to conduct review and supervision, internal control and risk management, plus communication with internal auditor and CPA. All of which can serve as a benchmark to enable independent directors to contribute to the board of directors of TWSE- and TPEx-listed companies in their functions to implement sustainable governance.

In the September 29 conference in Taipei, the TWSE introduced topics such as “Sustainable Corporate Development and Recent Amendments to Corporate Governance Laws and Regulations,” “Reference Guidelines for the Exercise of Duties and Powers by Independent Directors and Audit Committees,” and “Promoting TWSE- and TPEx-Listed Companies to Introduce the Corporate Risk Management Mechanism” in the form of keynote speeches. In addition, the TWSE, TPEx and Taiwan Corporate Governance Association will hold three more sessions in Taichung, Kaohsiung and Taipei on October 6, 7 and 11. The goal is that through these events, all sectors will be encouraged to work together to promote the sound development of Taiwan's capital market, and further achieve the core vision of implementing corporate governance, promoting sustainable corporate development and strengthening the international competitiveness of the capital market.