Enterprises in Securities and Futures

 

8.     Requirement for Setting Up Corporate Governance Senior officer

 

On 15 March 2019, the Financial Supervisory Commission ("FSC")  issued a ruling (Ref. No. Jing-Guan-Zheng-Quan-Zi-1080305776) under the authorization of Paragraph 1, Article 36-3 of the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets to require the following entities to be equipped with a corporate governance senior officer, who is the chief officer in charge of corporate governance related affairs, before the deadline below:

 

(1)  Listed/OTC-listed integrated securities firms and integrated securities firms which are the subsidiaries of financial holding companies: By the end of June 2019; and 

(2)  Integrated securities firms which has issued stock in accordance with the Securities and Exchange Act and listed/OTC-listed futures commission merchants: By the end of June 2021.

 

Reported by: Jeffrey Liu / Caitlyn Kao

 

Insurance Act

 

9.     Amendment to Regulations Governing the Supervision of Insurance Solicitors

 

On 18 March 2019, the FSC announced the amendment to the Regulations Governing the Supervision of Insurance Solicitors (Regulations). We summarize the key points below:

 

(1)  An insurance company may check on the registration status of salespersons with the relevant association. 

(2)  Whether the salesperson may be registered with another insurance company or insurance agent company not engaging in the same type of insurance business shall be agreed upon by both parties.  The consent from the company is deleted. 

(3)  The wording of "other violations of laws or regulations damaging the image insurance industry" stated in Subparagraph 18, Paragraph 1, Article 19 of the Regulations is amended to "other misconducts in conducting the business as a salesperson".

 

Reported by: David Tsai / Will Chen

 

Company Act

 

10.     Draft amendments to various regulations reflecting new amendment to the Company Act

 

On 19 March 2019, the FSC announced the draft amendments to the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", "Regulations Governing Appointment and Exercise of Powers by Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter",  "Regulations Governing Procedure for Board of Directors Meetings of Public Companies", "Regulations Governing Exercise of Powers by Audit Committees of Public Companies" and "Regulations Governing Authentication of the Shares and Bonds Issued by Public Companies" to cope with the recent amendment to the Company Act.　We summarize the key points below:

 

(1)  The spouse and close relatives of a manager level employee is not allowed to serve as an independent director; 

(2)  An independent director is not permitted to provide and has not provided (i) audit related service or (ii) business, legal, financial and accounting related services, to the extent of a material level which refers to an accumulated amount of NT$500,000 during the two (2) years before the election and during the term of office; 

(3)  When providing a recommended slate of independent director candidates, certain required documents are removed; 

(4)  Where the remuneration committee discusses about its member’s remuneration, it shall explain at a meeting that if the member’s interest is likely to be detrimental to the interest of the Company, he/she shall not participate in the discussion, and he/she shall not vote nor exercise the voting right on behalf of any other remuneration committee members; 

(5)  Where a board meeting is convened by more than half of the directors by themselves, the chairman of the meeting shall be elected from among such directors; 

(6)  In the event that the spouse or close relatives within the second degree of kinship of a director, or a company with which the director has controlling/affiliated relationship, has interests in the matters under discussion in the Board of Directors, such director shall be deemed to have a personal interest in the matter; 

(7)  In the event that the spouse or close relatives within the second degree of kinship of an independent director has interests in the matters under discussion in the audit committee of public companies, such independent director shall be deemed to have a personal interest in the matter.

 

Reported by: Mike Lu / Bella Chiu

 

Fair Trade Act

 

11.     Preannouncement of the draft amendment to Article 28 of Fair Trade Act

 

On 18 March 2019, the Fair Trade Commission preannounced the draft amendment to Article 28 of the Fair Trade Act for public consultation.  In response to the draft amendment to Article 41 of the same act about the interruption and the calculation after the resume of investigation of penalty prescription, the Paragraph 4, Article 28 of the Fair Trade Act is thus deleted.

 

Reported by: Kang-Shen Liu / Paul Hsu

 

Labor

 

12.     Amendment to Notary Act

 

On 19 March 2019, the Legislative Yuan passed its third reading of the amendment to the Notary Act, we summarize the key points below:

 

(1)  It amends and adds the conditions under which a person shall not be appointed as a notary public or a notary public shall be removed from his/her position. 

(2)  2. It amends the wordings in response to the Convention on the Rights of Persons with Disabilities.

 

Reported by: David Tsai / Paul Hsu

 

Land Act

 

13.     Amendment to Regulations Governing Acquisition of Land Right for Foreigners in Taiwan

 

The Ministry of the Interior amended Item 4 of the Regulations Governing Acquisition of Land Right for Foreigners in Taiwan on 21 March 2019, which include the following:

 

(1)  Unless the laws provide otherwise, a foreign entity must be recognized under Taiwan laws before acquiring or creating rights on land. 

(2)  Where a foreign company applies for land registration in Taiwan, the application shall in general be submitted by the head office accompanied with its registration certificate. 

(3)  Where a foreign company only has a representative office in Taiwan in accordance with Article 386 of Company Act, it may not apply for land registration.

 

Reported by: Kang-Shen Liu / Hsiyen Hsu

 

Medical Care Act

 

14.     Draft of Amendment to Medical Care Act

 

On 14 March 2019, the Ministry of Health and Welfare announced the draft amendment to the Medical Care Act.  We summarize the key points below:

 

(1)  To add that medical institutions shall enroll all employees who qualify as the employee under the Labor Insurance Act in the labor insurance. (Article 24-1) 

(2)  To add that medical institutions shall be subject to the inspection and data collection of the competent authority with respect to the matter related to the labor right and interests of doctors. (Article 26) 

(3)  To add that medical institutions shall enroll medical staff in medical liability insurance or provide protection equivalent to medical liability insurance in other means.  The rules related to the insurance premium, required contents for the contract and the standard of equivalent to medical liability insurance or other matters are authorized to be stipulated by the central competent authority. (Article 82-1) 

(4)  To add "the protection of labor right and interests of doctors" in chapter 4-1 and stipulate that the regulation under this chapter shall be applicable to employed doctors, which excludes the doctors eligible for the application of the Labor Standers Act or employed or engaged by the public institution in accordance with the laws. (Article 83-1) 

(5)  Medical institutions and employed doctors shall execute employment contract and the matters agreed upon in writing.  The matters which shall or shall not be stipulated in the contract are authorized to be stipulated by the central competent authority. (Article 83-2) 

(6)  The years of service of doctors shall be combined. (Article 83-3) 

(7)  Medical institutions shall provide necessary protection felicities and transportation to employed doctors working at night shift. (Article 83-4) 

(8)  The compensation for the employed doctor who suffers occupational injury. (Article 83-5 to 83-7) 

(9)  Medical institution shall reserve the pension for employed doctors according to the Labor Pension Act. (Article 83-8) 

(10)    The punishment for violating the liabilities to enroll labor insurance, medical business liability and labor interests and rights of doctors. (Article 102, 104-1, 104-2, 114-1) 

(11)    The amendment will be enforced 1 year after the announcement. 

Reported by: David Tsai / Naiju Kuan

 

Editors:

Mike Lu (Partner)

Stacy Lo (Partner)

Jeffrey Liu (Partner)

Kang-Shen Liu (Partner)

David Tsai (Partner)

Counselors:

Echo Yeh

Sue Su

Shih-Jung Lee

Jolene Wang (Lexcel Partners IP)