Listed and OTC Listed Companies Are Required to Disclose in Annual Report the Remunerations Paid to Supervisors and Directors to Facilitate Corporate Governance.

　To enhance corporate governance of public companies, the Financial Supervisory Commission of the Executive Yuan (FSC) is to amend and add required particulars to be included in public companies’ annual report; that is, public companies shall disclose in their annual reports the remunerations paid to their directors and supervisors where they have suffered after-tax loss in most recent two years and where the shareholding of their directors or supervisors falls below the required percentage for more than three consecutive months.

　Here is the emphasis outline of the amendment:

1.  Strengthening the function of supervisors
Supervisors should participate in the operation of the board of directors, and the number of supervisors’ attendance to the board of directors meetings, attendance rate, and the circumstance of communication with the internal auditing executives and the accountant should be disclosed;

2.  Indicating circumstance of social duties performance
The mechanism and measures with respect to social duties and performance thereof should be disclosed to cause such information understandable and widely accessible to the public;

3.  Implementing information transparency
The remunerations paid to directors and supervisors should be disclosed where these companies have suffered after-tax loss in most recent two years and where the shareholding of directors or supervisors has fallen below the required percentage for more than three consecutive months.  This amendment is presented in consideration of the facts that the remunerations paid to directors and supervisors is very much related to and decided by company operation performance, that directors’ or supervisors’ shareholding percentage is likely to influence their participation in business operation.  Such information is revealed to enable shareholders to see if directors’ or supervisors’ contribution is comparable to their remunerations and also acceptable to business operation performance.  (2008.11)

/CCS