TAIWAN Law and Practice Contributed by: James Huang, Eddie Hsiung and Maggie Huang, Lee and Li, Attorneys-at-Law
panies, the composition of the board of direc - tors of a listed company is recommended to take diversity and basic values such as gender, age, nationality and culture into consideration; it is also advisable that the number of female directors account for at least one third of all the directors. The FSC also encourages banks to have an appropriate number of female directors. Bankers’ Oath or Equivalent Binding Rules of Conduct for Bank Employees Under the Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries, the board of directors of a bank should adopt its code of conduct for employees. Further, according to the Internal Control Operation Principle Related to Preventing Financial Consultants from Mis - appropriating Customers’ Funds issued by the BA, a bank should conduct due diligence when hiring new financial consultants and establish appropriate mechanisms to understand the employee’s character, expertise, credit score and financial position. Additionally, the code of conduct for financial advisors adopted by the bank should stipulate that employees are not allowed to keep customers’ seals, stamps or passbooks, nor should they engage in unauthor - ised transactions or improper solicitation. 4.2 Registration and Oversight of Senior Management Directors’ and Senior Managers’ Designation, and the Regulatory Approval of Appointments The Banking Act and the Regulations Govern - ing Qualification Requirements and Concurrent Serving Restrictions govern the designation of the responsible persons of a bank (including board members and senior managers). Gener - ally, the responsible persons of a bank should have good moral character and full competence for serving in their positions, and must not have
been sentenced to imprisonment for certain crimes. Chairperson of Board of Directors, and Directors Directors of the bank are elected by sharehold - ers. Although it is not required to obtain prior approval from the FSC to be nominated or elected as the director of the bank, the FSC has stipulated relevant requirements to ensure that the chairperson of the board and the directors are capable of managing and operating a bank. In the supervision of chairpersons and directors, one of the FSC’s main focuses is the restriction on holding concurrent positions. The chairper - son may not concurrently act as the general manager of the same bank nor act as the chair - person of another financial institution (bank, financial holding company, insurance company, securities firm, etc), nor may they act as the chairperson, general manager or equivalent role of a non-financial institution, unless other - wise approved by the FSC. If the chairperson is allowed to hold concurrent positions in other companies, they must ensure that all positions are managed effectively, without any conflict of interest. In addition – except for banks that are 100% owned by the government or a single corporate shareholder – at least two of the directors of the bank must meet any of the following qualifica - tions: • having at least five years’ banking experi - ence and having served as a vice-manager or higher or equivalent position of the bank’s head office; • having three years’ banking experience and having served as a manager or higher or
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