Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants｜第 30 條｜證券暨期貨管理｜Regulation｜In Force
第 四 章｜金融監督管理委員會｜v1.0
Effective Date: 2028-01-01｜Last Amended: 2026-04-27
An FCM shall provide information on its business conditions in accordance with the following: 1. Significant business matters: The FCM shall provide information on matters arising over the most recent 5 financial years that have had a significant impact on its business, including acquisitions of or mergers with other companies, demergers, equity investments in affiliated enterprises, reorganization, purchases or disposals of major assets, and significant changes in operation method or business activity. 2. Remuneration to directors, supervisors, general manager, assistant general managers and any board chairman(men) and general manager(s) who retired from the FCM or an affiliated enterprise thereof and have resumed employment at the FCM as a consultant and related information: A. The FCM may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount. For a director concurrently serving as a member of management, the remuneration shall be disclosed separately for each position held. The FCM may adopt the aggregate disclosure method if it is a non-public company whose issued voting shares are all held, directly or indirectly, by one single person. B. If the FCM has had an after-tax deficit on its parent company only or individual financial report in one of the most recent 3 financial years the FCM shall disclose the remuneration paid to each individual director, supervisor, general manager, assistant general manager, and consultant, provided that this rule does not apply if there is net profit after tax for the most recent fiscal year and such net profit after tax is sufficient to make up the accumulated deficits or if it is a non-public FCM whose issued voting shares are all held, directly or indirectly, by one single person. C. The FCM, if a public company that has had an insufficient director shareholding percentage for 3 consecutive months or longer during the most recent financial year, shall disclose the remuneration paid to each of the directors, and, if one that has had an insufficient supervisor shareholding percentage for 3 consecutive months or longer during the most recent financial year, shall disclose the remuneration paid to each of the supervisors. D. The FCM, if a public company that has had an average ratio of share pledging by directors or supervisors in excess of 50 percent in any 3 months during the most recent financial year, shall disclose the remuneration paid to each of the directors or supervisors having a ratio of pledged shares in excess of 50 percent in those months. E. If the total amount of remuneration received by all of the directors and supervisors in their capacity as directors or supervisors of all the companies listed in the financial reports exceeds 2 percent of the net profit after tax, and the remuneration received by any individual director or supervisor exceeds NT$15 million, the FCM shall disclose the remuneration paid to that individual director or supervisor, provided that this rule does not apply if it is a non-public FCM whose issued voting shares are all held, directly or indirectly, by one single person. F. If an FCM listed on the TWSE or the TPEx is ranked within the lowest two tiers in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year and up to the date of publication of the financial report for that year, the FCM's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the FCM shall be excluded from evaluation, the FCM shall disclose the remuneration paid to each individual director and supervisor. G. If the average annual salary of the full-time non-management employees in a TWSE or TPEx listed FCM is less than NT$500,000 in the most recent fiscal year, the FCM shall disclose the remuneration paid to each individual director and supervisor. H. If a TWSE or TPEx listed FCM had an increase of 10 percent or more in net profit after tax for the most recent fiscal year, and the average annual salary of its full-time non-management employees did not increase relative to the preceding fiscal year, the FCM shall disclose the remuneration paid to each individual director and supervisor. I. If a TWSE or TPEx listed FCM had a decline in after-tax net income reaching 10 percent and exceeding NT$5 million for the most recent fiscal year, along with an increase in its average remuneration per director/supervisor (not including remuneration for concurrent service as an employee) reaching 10 percent and exceeding NT$100,000, the FCM shall disclose the remuneration paid to each individual director and supervisor. J. If the circumstance in item B or item F applies to an FCM listed on the TWSE or the TPEx, it shall disclose the individual remuneration paid to each of its top five management personnel. 3. Number of full-time employees in non-management positions, average and median salaries of full-time employees in non-management positions, and the differences in those three figures compared to those of the preceding fiscal year. 4. Labor-management relations: A. Indicate each item of employee benefit policies, professional development, training, or retirement programs and the status of their implementation, as well as agreements between labor and management and policies for safeguarding employees' rights and interests. B. List the loss sustained as a result of labor disputes in the most recent financial year, together with the disclosure of an estimate of losses incurred to date or likely to be incurred in the future and the mitigation measures taken or to be taken. If the losses cannot be reasonably estimated, the FCM shall make a statement to that effect. C. List any violations of the Labor Standards Act found during a labor inspection, including the disposition date, disposition reference number, the articles of laws or regulations breached, description of the violation, and the disposition. 5. The following items shall be disclosed with respect to the implementation of the internal control system: A. Statement of the internal control system. B. If a CPA has been engaged to carry out a project audit of the internal control system, the CPA audit report shall be disclosed. 6. Cyber security management: A. Describe the cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management. B. List any losses suffered by the FCM in the most recent fiscal year due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided. 7. The term "affiliated enterprise" in this article means an affiliated enterprise as defined in Article 369-1 of the Company Act.