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Important Measures

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Important Measure August 2023

2023-10-12
1. New Provisions Adopted to Strengthen Risk Management in the Outsourcing of Operations by Service Enterprises in the Securities and Futures Markets 
Enterprises providing various services in the securities and futures markets (hereinafter, "service enterprises") are developing through digital transformation, and their demand for operation outsourcing and third-party services such as cloud computing is growing. To address this trend, in August 2023 the Financial Supervisory Commission (FSC) issued an amendment to the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets requiring service enterprises to include "management of the outsourcing of operations" in their internal control systems, and the FSC additionally issued separate Directions for the Outsourcing of Operations by the service enterprises.
2. FSC Issues Directions for the Operation Outsourcing by Securities Firms, Securities Investment Trust Enterprises and Consulting Enterprises, and Futures Commission Merchants 
The FSC on 31 August 2023 issued Directions for operation outsourcing by Securities Firms, Directions for the Outsourcing of Operations by Securities Investment Trust Enterprises and Securities Investment Consulting Enterprises, and Directions for the Outsourcing of Operations by Futures Commission Merchants. These Directions require securities firms, investment trust and consulting enterprises, and futures commission merchants to take the ultimate responsibility for outsourcing and to manage their outsourcing risk based on materiality and the risk-based approach (RBA). The direction also specifies the scope of operations that may be outsourced and provides pre-approval procedures for first-time outsourcing of operations beyond the specified scope and for material retail financial business that is to be outsourced overseas. It also sets out rules for outsourcing involving cloud-based services and provides a grace period for implementation. The FSC has also issued a Q&A document clarifying and providing implementation guidance for service enterprises. 
3. FSC Issues Orders Under Article 12, Paragraph 2 of the Regulations Governing Securities Investment Trust Enterprises and Article 6, paragraph 1, subparagraph 5 of the Regulations Governing Securities Investment Consulting Enterprises 
To promote the FSC's Transition Strategies of Sustainable Development for Securities and Futures Sectors, supervise the invested enterprises of securities investment trust enterprises to implement stewardship principles and assist in enterprises transition, and, in line with the FinTech Development Roadmap, to enhance the fintech capacity of the personnel of securities investment trust and consulting enterprises, the FSC on 10 August 2023 issued respective orders under Article 12, paragraph 2 of the Regulations Governing Securities Investment Trust Enterprises (SITEs) and Article 6, paragraph 1, subparagraph 5 of the Regulations Governing Securities Investment Consulting Enterprises (SICEs). The SITE-related order requires that if a SITE has shareholding with controlling power in any domestic venture capital enterprise or foreign asset management enterprise, or if any domestic or foreign subsidiary of the SITE is a general partner of a private equity fund, it is advisable for the SITE to guide such enterprises to follow stewardship principles when assessing investments and to assist their invested enterprises with sustainability and related measures. The orders further require that when a SITE or SICE applies to make investment in a financial technology enterprise, it is additionally required to submit an explanatory document regarding whether the relevant personnel of the SITE or SICE and of the invested enterprise have obtained fintech certifications, or its plans for the obtainment of such certifications.
4. FSC Issues Roadmap for Taiwan Listed Companies to Align with IFRS Sustainability Disclosure Standards, to Enhance the Quality and Transparency of Sustainability Information Reporting
The International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS) Foundation issued its IFRS Sustainability Disclosure Standards, IFRS S1 "General Requirements for Disclosure of Sustainability-related Financial Information" ("S1") and IFRS S2 "Climate-related Disclosures" ("S2") on 26 June 2023. These Sustainability Disclosure Standards provide a globally consistent disclosure framework that will improve the comparability of sustainability information and prevent "greenwashing." The International Organization of Securities Commissions (IOSCO), on 25 July of the same year, issued its endorsement and called on 130 securities regulators worldwide to adopt these standards, to provide consistent and comparable sustainability-related financial disclosures for capital market investors and advance sustainability financing.
The FSC gathered opinions from TWSE and TPEx listed companies through a questionnaire survey, and on 8 August of this year, held a symposium on "Promotion of Aligning Taiwan Sustainability Reporting with IFRS Sustainability Disclosure Standards." It invited various stakeholders to the symposium, including relevant government agencies (the National Development Council, the Environmental Protection Administration, and Ministry of Economic Affairs Industrial Bureau), listed companies, sustainability-related associations, the big four audit firms, attestation institutions, academics and experts to discuss the proposed "Roadmap for Taiwan Listed Companies to Align with IFRS Sustainability Disclosure Standards." Focus topics included the alignment approach, target entities and timeline, location of disclosure, and disclosure content. Thorough communication and discussion gave rise to consensus. 
After deliberating the opinions and feedback from the meeting, the FSC released the "Roadmap for Taiwan Listed Companies to Align with IFRS Sustainability Disclosure Standards." The aim is to further align with international standards, continually enhance the quality and comparability of sustainability information reporting, and strengthen trust in the capital markets. Key points of the Roadmap are as follows:
(1)  Alignment Approach: Considering comparability with international sustainability information, the FSC is going to directly adopt the IFRS Sustainability Disclosure Standards, which will become effective after endorsement by the FSC. Starting from 2026, the initial application of the IFRS Sustainability Disclosure Standards will include IFRS S1 and IFRS S2. From 2027 onwards, the FSC will assess and endorse up-coming IFRS Sustainability Standards as they are developed and issued by the ISSB.
(2) Applicable Entities and Timeline: Considering the capacities and capabilities of Taiwan's TWSE and TPEx listed companies, the FSC will take a phase-in approach for the application of IFRS Sustainability Disclosure Standards starting from FY2026.
Phase I: The large cap (with capital of NT$10 billion and up) listed companies will be required to compile FY2026 information and report in 2027 in accordance with the IFRS Sustainability Disclosure Standards.
Phase Ⅱ: Listed companies with capital of NT$5 billion or more but less than NT$10 billion will be required to compile FY2027 information and report in 2028 in accordance with the IFRS Sustainability Disclosure Standards.
Phase III: The other listed companies will be required to compile FY2028 information and report in 2029 in accordance with the IFRS Sustainability Disclosure Standards.
(3)  Location and Timing of Disclosures: In recent years, greenwashing risks have become an international focus issue. The landscape of sustainability reporting has shifted from voluntary sustainability reports to mandatory legal reports. Thus, the FSC will amend the Regulations Governing Information to be Published in Annual Reports of Public Companies to require TWSE and TPEx listed companies to disclose sustainability information in accordance with the IFRS Sustainability Disclosure Standards in their annual reports, and to publish the sustainability information at the same time as they publish their financial reports.
(4)  Disclosure Content: Considering the difference in capabilities of different listed companies to disclose sustainability-related information, the FSC decided to provide sufficient flexibility for companies to prepare for the adoption of the IFRS Sustainability Disclosure Standards and use transitional grace periods (such as considering only climate issues in the first year, temporary exemption from the disclosure of Scope 3 greenhouse gas emissions and comparative information in the initial year of application, and different methods for measuring greenhouse gas emissions as prescribed by the FSC). In addition, qualitative information can be disclosed for matters involving a highly degree of uncertainty and quantification difficulty, such as the anticipated financial impacts of climate-related risks, climate scenario analysis and resilience assessment, and companies can provide qualitative information commensurate with their skills, resources, and capabilities. Moreover, for disclosures using estimation (such as the amount and percentage of assets or business activities vulnerable to climate-related risks and opportunities, as well as measurement of Scope 3 greenhouse gas emissions), companies can use data and inputs based on reasonable and supportable information that is available at the reporting date without undue costs.
With reference to Taiwan's past experience in promoting IFRS Accounting Standards, the FSC has established a taskforce in early August to promote the alignment with the IFRS Sustainability Standards in early August (with an execution period scheduled from 2023 to 2027). This taskforce comprises four working groups respectively responsible for ISSB standards adoption, implementation, regulatory adjustments, and promotion and education. The Securities and Futures Bureau (SFB) of the FSC will coordinate the four working groups alongside the Accounting Research and Development Foundation (ARDF), Taiwan Stock Exchange (TWSE), and Taipei Exchange (TPEx) to advance their work, which will include translating the IFRS sustainability Disclosure Standards, conducting analyses of differences compared to current sustainability reporting requirements, developing best practices, and providing related guidance. Additionally, an IFRS Sustainability Standards Alignment website will be established, where relevant resources and information will be made available for public reference and use.

 
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