Regulations Governing Responsible Persons and Associated Persons of Securities Firms Article 11-1

A responsible person of a securities firm may not serve as a responsible person of a bank, financial holding company, trust company, credit cooperative, credit department of a farmers' (or fishermen's) association, bills finance company, futures enterprise, insurance enterprise, or another securities enterprise. However, this restriction shall not apply in the following circumstances:1. When it serves the purposes of an investment relationship between the securities firm and such an institution, and there is no overlapping of the chairmen or managerial officers between the two, and the FSC has granted approval.2. When there is a special need and the FSC has granted approval, a responsible person of a securities firm may serve as the chairman of such an institution.3. When a securities firm is a subsidiary of a financial holding company, a responsible person of the securities firm may serve as a responsible person of such financial holding company or of another of its subsidiaries, provided that there is no overlapping of managerial officers between the subsidiaries.4. When a securities firm is a juristic-person director or supervisor of a financial holding company, the responsible person of the securities firm, by virtue of serving as a responsible person of that holding company, may concurrently serve as a director or supervisor of a subsidiary of that holding company.When there is an investment relationship between a securities firm and a non-financial institution that is a public issuer, no responsible person of the securities firm may concurrently serve as the chairman or a managerial officer of such an investee company.A securities firm shall establish internal audit and control mechanisms for any concurrent holding of positions by any responsible person of the securities firm to ensure effective execution of the responsible person's principal duties and concurrently held duties, and for maintaining the normal business operations of the securities firm. Any concurrent holding of positions may not involve conflicts of interest or violation of securities regulations or the internal control system, and the rights and interests of shareholders shall be protected.A securities firm shall, based on its investment management needs, risk management policies, and the provisions of these Regulations, regularly evaluate the performance of any responsible persons holding concurrent positions. The evaluation results shall serve as an important reference to determine whether the concurrent holding of positions will be maintained or reduced.
中文原文 證券商負責人與業務人員管理規則第11-1條
證券商之負責人不得充任銀行、金融控股公司、信託公司、信用合作社、農(漁)會信用部、票券金融公司、期貨業、保險業或其他證券業之負責人。
但下列情形,不在此限:
一、因證券商與該等機構間之投資關係,且無董事長、經理人互相兼任情事,並經本會核准者。
二、因特殊需要經本會核准者,得擔任該等機構之董事長。
三、證券商為金融控股公司之子公司者,其負責人得兼任該控股公司或其他子公司之負責人。
但子公司間不得有經理人互相兼任之情事。
四、證券商為金融控股公司之法人董事、監察人者,其負責人因擔任該控股公司之負責人,得兼任該控股公司子公司之董事、監察人。
證券商因與公開發行之非金融機構間有投資關係者,證券商之負責人不得擔任該被投資公司之董事長、經理人。
證券商負責人之兼任行為,證券商應建立內部審核控管機制,以確保本職及兼任職務之有效執行,並維持證券商業務之正常運作,不得涉有利益衝突、違反證券相關規定或內部控制制度之情事,並應確保股東權益。
證券商應依據其投資管理需要、風險管理政策及本規則之規定,定期對負責人兼任職務之績效予以考核,考核結果作為繼續兼任及酌減兼任職務之重要參考。

English translation for reference only; the Chinese text prevails. Not legal advice.