Implementation Rules for the Internal Audit and Internal Control System of Specialized Electronic Payment Institutions Article 11

A specialized electronic payment institution shall set up an internal audit unit that is directly under the board of directors and performs audits independently and honestly. The internal audit unit shall report its audit business to the board of directors and supervisors or audit committee at least annually.A specialized electronic payment institution shall, in view of its business size, business conditions and management needs, establish a chief auditor position of comparable rank to oversee the audit affairs. The chief auditor shall possess sufficient leadership and ability to effectively supervise the audit work, and may not hold other positions that are in conflict or interfere with the audit work.The employment, dismissal, or reassignment of chief auditor shall first obtain the consent of at least two-thirds of all directors.Where a specialized electronic payment institution has an audit committee established, the employment, dismissal or reassignment of chief auditor shall first obtain the consent at least the majority of all audit committee members. If the matter does have the consent of at least the majority of all audit committee members, the decision of the audit committee shall be recorded in the meeting minutes of the board of directors. Where a specialized electronic payment institution does not have an audit committee but independent directors, any dissenting opinion or reservation expressed by the independent directors shall also be recorded in the meeting minutes of the board of directors.The employment, dismissal, promotion, reward and punishment, rotation and performance review of any personnel in the internal audit unit shall become effective after being reported by the chief auditor to the chairman for approval. However, if the matter involves personnel of other management and business units, the chief auditor shall first consult with the personnel office and obtain the consent of the president before reporting the matter to the chairman for approval.
中文原文 電子支付機構內部控制及稽核制度實施辦法第11條
專營電子支付機構應設立隸屬董事會之內部稽核單位,以獨立超然之精神,執行稽核業務,並應至少每年向董事會及監察人或審計委員會報告稽核業務。
專營電子支付機構應視事業規模、業務情況及管理需要,設置適當職級之稽核主管,綜理稽核業務。
稽核主管應具備領導及有效督導稽核工作之能力,且不得兼任與稽核工作有相互衝突或牽制之職務。
稽核主管之聘任、解聘或調職,應經董事會全體董事三分之二以上之同意後為之。
專營電子支付機構設置審計委員會者,前項稽核主管之聘任、解聘或調職,應先經審計委員會全體成員二分之一以上同意,未經審計委員會全體成員二分之一以上同意者,應於董事會議事錄載明審計委員會之決議,未設審計委員會而設有獨立董事者,如有反對意見或保留意見,亦應於董事會議事錄載明。
內部稽核單位之人事任用、免職、升遷、獎懲、輪調及考核等,應由稽核主管簽報,報經董事長核定後辦理。
但涉及其他管理、業務單位人事者,應事先洽商人事單位轉報總經理同意後,再行簽報董事長核定。

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