Newsletter
Amendment to Article 14-2 of the Securities and Exchange Act
The Legislative Yuan has completed the third reading and passed Article 14-2 of the Securities and Exchange Act on April 3, 2018, which stipulates that independent directors may request the Board of Directors to appoint relevant personnel or individually obtain external professional advice at the company's expense when deemed necessary to enable them to carry out their duties.
Pursuant to the Securities and Exchange Act, independent directors are required to possess certain expertise. The knowledge that an independent director possesses, however, is not without limits, and it is unreasonable to demand an independent director to be skilled in accounting, law and corporate governance at once. Therefore, should it be expected that an independent director properly fulfills the obligations of corporate governance, and that such independent director be capable of making independent and objective decisions, it is advisable to arrange other professionals to provide assessment for the independent director's reference to ensure efficient supervision of operations and protection of shareholders' interests. To ensure that the independent director can obtain the aforementioned assessment, Article 14-2 of the Securities and Exchange Act is supplemented with a third paragraph, which imposes the obligation to cooperate upon the company, and provides that the company or members of the board are prohibited from obstructing, rejecting or avoiding the performance of duties by the independent director.. Independent directors may request the Board of Directors to appoint relevant personnel or individually obtain external professional advice at the company's expense when deemed necessary to enable them to carry out their duties so as to achieve good corporate governance and to carry out the responsibilities of an independent director, which are to make independent judgements and provide objective opinions.