On May 30, 2023, the Legislative Yuan passed on its third reading the draft of partial amendment to the Securities and Exchange Act submitted by the Executive Yuan for review by the Legislative Yuan. The FSC expresses its gratitude to the legislators and various sectors for their support and valuable opinions during the review process.

The key points of this amendment are as follows:

I.     Because the filing of lawsuits against directors, the convening of shareholder meetings, and a director’s acting as the representative in his/her own dealings with the company are important matters for the company which should be fully discussed by the audit committee, it is regulated that the matters above should be discussed by the audit committee (amendments to Articles 14-4 and 181-2).

II.     Considering the situation where the company has legitimate reasons for being unable to hold the audit committee meeting, in order to avoid any impact on the company’s operations, it is added that the proposals for the audit committee’s resolution in this situation should be approved by all the directors through a special resolution; however, for financial reporting matters which are submitted to the board meeting, the independent directors’ consent should still be provided in order for the audit committee members to fulfill their responsibilities. In addition, relevant punishment regulations are added accordingly to urge the company to implement the administrative management objective of corporate governance (amendments to Articles 14-5 and 178).

The FSC said that the adoption of this amendment would lead to the implementation of the supervision function of the Audit Committee, improve corporate governance and protect shareholders’ rights and interests, and help maintain the smooth operation of the company’s major financial and business matters, which would be of great help to the securities market.

Contact unit: Securities Issuance Group, Securities and Futures Bureau
Tel: (02) 2774-7100
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