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Important Measures

Important Measure November 2023

2024-01-11


1.FSC issues partial amendments to the Regulations Governing Information to be Published in Annual Reports of Public Companies and the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses and to the annexes of those Regulations
To enhance the transparency in director remuneration and to promote carbon reduction information disclosures in accordance with the ESG Sustainable Development Action Plan for TWSE and TPEx Listed Companies issued by the Financial Supervisory Commission (FSC) on 28 March 2023, the FSC issued partial amendments on 10 November 2023. Key points of the amendments include the following: 
(1) The scope of required disclosures of the remuneration of individual directors of TWSE and TPEx listed companies (hereinafter, "listed companies") is expanded: To enhance the transparency of director remuneration information of listed companies, and to encourage profitable companies to share the fruits of their operations with their employees and promote a reasonable balance in director remuneration and employee wages, companies falling in any of the following categories are required to disclose the remuneration of individual directors in their annual reports and prospectuses: those listed companies that have ranked in the lowest two levels in the most recent annual corporate governance evaluation; those listed companies that reported an increase of 10% or more in after-tax net profit in the previous year but at which the average annual salary of non-managerial full-time employees has not increased relatively to the previous year; those listed companies that have reported a decline reaching 10% in after-tax net income accompanied by losses exceeding NT$5 million, but at which the average remuneration of each director (not including the remuneration of those who are also employees) has increased by 10% and exceeded NT$100,000.
(2) Listed companies are required to disclose their greenhouse gas reduction base year and reduction target, strategy, and action plan: The requirement is added that in the same fiscal year in which a company discloses its greenhouse gas inventory in its consolidated financial report, it shall also disclose greenhouse gas reduction information in the attachments to its annual report. For example, a listed company with capital of NT$10 billion or more is required in 2025 to disclose its fiscal 2024 inventory information and fiscal 2024 carbon reduction target, strategy, and action plan. If a company has disclosed its greenhouse gas inventory in its consolidated financial report in an earlier year, it may take the earlier fiscal year as its base year. To facilitate compliance by companies, the FSC will supervise the TWSE to provide best practice reference examples on the Corporate Governance Center website. 
(3) An open-ended form is adopted to allow a listed company to flexibly disclose the status of its original greenhouse gas inventory and verification, and the "Promotion of Sustainable Development" annex is amended to enhance disclosure of information on fire incidents, to promote fire safety management by companies. 
(4) Promotion of earlier filing of annual reports by listed companies: Listed companies with capital of NT$2 billion or more are now required to submit their annual reports earlier to the competent authority, by 14 days before their shareholders' meetings, allowing investors more time in considering how to vote on proposals at the shareholders' meeting. 
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  • Update: 2024-01-11
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