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Important Measures

Amendments to the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and related interpretations, the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies,” the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Compa

2020-02-14
1.“Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”: (1) amendments pertaining to independence requirements -- A. For a public company that has juristic-person directors and supervisors, that is part of a common control group, or that has either a single person or spouses in the positions of chairman and CEO, a newly added provision prohibits such persons from serving as an independent director of such a public company. B. For employees who provide business, legal, and other non-audit services, the amended Regulations set out requirements for the position level of such employees, and also set out materiality standards for the amount of remuneration they receive for those services. C. The amended Regulations allow the concurrent holding of independent directorships at parent companies and subsidiaries. (2) Documentation requirements for the nomination of an independent director have been adopted, and in a related interpretation the FSC requires that when a public company intends to nominate a full-time instructor from a public institution of higher education to serve as an independent director, the company must first obtain an approval document from that person''s school. (3) The amended Regulations stipulate requirements for calculating the number of companies at which an independent director at a financial holding company (or an investment holding company) holds concurrent directorships. (4) The FSC has set a transition period for adoption of the new independence requirements.
2.“Regulations Governing the Exercise of Powers by Audit Committees of Public Companies”: A newly added provision states that when an independent director''s spouse or blood relative within the second degree of kinship has an interest in a matter on the agenda of an Audit Committee meeting, the independent director shall be deemed to have a personal interest in the matter.
3.“Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter”: (1) The FSC, making reference to provisions governing independent directors, has adopted independence requirements for the members of a remuneration committee, and has set a transition period for adoption of the new independence requirements. (2) A new provision states that when a remuneration committee conducts discussions and votes on resolutions, non-voting participants must absent themselves from the meeting. (3) Newly added provisions are given in which remuneration committee members must exercise recusal when the committee discusses their remuneration, and related matters that the meeting minutes must record in detail.
 
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  • Update: 2020-02-14
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