金融控股公司及銀行業內部控制及稽核制度實施辦法

These regulations are enacted in accordance with Article 51 of Financial Holding Company Act; Paragraph 1, Article 45-1 of Banking Act; Paragraph 1, Article 21 of Credit Cooperatives Act; Article 43 of Act Governing Bills Finance Business; Paragraph 3, Article 42 of Trust Enterprise Act.

1The "banking business" referred to in these regulations include banking institutions, credit cooperatives, bills and trust business.

2Unless otherwise regulated, the internal control and internal audit system for financial and bills and trust business other than banking business shall also be governed by these regulations.

1A financial holding companies or banking business shall establish internal control and internal audit systems and ensure the on-going and effective operation of the system to promote the sound business operation of financial holding companies (including its subsidiary companies) and the banking business.

2Financial holding companies (including its subsidiary companies) and banking business shall organize overall operation strategies, risk management policies and guidelines, draft operation plans, risk management procedure and execution guidelines.

1The basic objectives of internal controls of a financial holding company or banking business are to promote sound operations and, through joint compliance by the board of directors, management, and all personnel, to reasonably ensure that the following objectives are achieved:

2A. Effectiveness and efficiency of operations;

3B. Reliability, timeliness, transparency and compliance of reporting; and

4C. Compliance with applicable rules and regulations.

5The objective of effectiveness and efficiency of operations referred to in subparagraph 1 of the preceding paragraph includes objectives such as profits, performance, and safeguarding asset security.

6The "reporting" referred to in subparagraph 2, paragraph 1 includes internal and external financial reporting and non-financial reporting of a financial holding company or banking business. The objective of external financial reporting includes ensuring that financial reports presented to external users are prepared in accordance with the generally accepted accounting principles and that all transactions are properly approved.

The internal control system of a financial holding company or a banking business should be supported by the board of directors. If the board has opposite opinions or retain their opinions, these opinions and reasons should be notified clearly in meeting minute and sent, together with the internal control system passed by the board, to the auditor (supervisors or the board of supervisors) or to the audit committee. The same procedure should be applied if any revisions are needed.

The board of directors (or the council) of a financial holding company or a banking business should be aware of the operational risks faced by the company or business, supervise its operating results and bears the ultimate responsibility for ensuring the establishment and maintenance of appropriate and effective internal control system.

A financial holding company or a banking business should establish three lines of defense in internal control system, including self-inspection system, legal compliance system and risk management mechanism, and internal audit system to ensure their on-going and effective operation. The procedure for implementing the code of practice for three lines of defense in internal control system established by banks will be set out by The BankersAssociation of The Republic of China and filed with the competent authority for recordation.

1The internal control system of a financial holding company (including its subsidiary company) and a banking business shall incorporate the following components:

2A. Control Environment: Control environment is the basis for the design and implementation of internal control systems across a financial holding company or banking business. It encompasses the integrity and ethical values of a financial holding company or banking business, governance oversight responsibility of its board of directors (or the council) and supervisors (board of supervisors) or audit committee, organizational structure, assignment of authority and responsibility, human resources policy, performance measures, and awards and disciplines. The board of directors (or the council) and management should establish internal code of conduct, including code of conduct for directors and code of conduct for employees.

3B. Risk Assessment: A precondition to risk assessment is the identification of objectives, linked at different levels of the financial holding company or banking business, and the suitability of the objectives should also be taken into consideration. The management shall consider the impact of changes in the external environment and within its own business model and possible fraud scenarios. The risk assessment results can assist the financial holding company or banking business in designing, correcting, and implementing necessary controls in a timely manner.

4C. Control Operations: Control operations means the actions of adopting proper policies and procedures by a financial holding company or banking business based on the risk assessment results to control risks within a tolerable range. Control operations shall be performed at all levels of a financial holding company or business, at various stages of business processes, and over the technological environment, and shall include supervision and management of subsidiaries, appropriate segregation of duties and that management and employees are not assigned conflicting responsibilities.

The code of conduct for directors (council members) mentioned in Subparagraph 1 of the preceding article shall contain at least the rules that when a director (council member) discovers that the financial holding company or banking business is in danger of sustaining material loss or damage, the director (council member) should promptly take appropriate actions and immediately notify the audit committee or independent director members of the audit committee or supervisors (board of supervisors), and report to the board of directors (or the council), and supervise the financial holding company or banking business to report to the competent authority.

1The internal control system shall cover all business activities, include appropriate policies and procedures as follows, and shall be reviewed and revised in a timely manner:

21. Organizational chart or corporate rules and bylaws, including a clear organizational system, unit functions, scope of operations for each unit, and rules governing authorizations and hierarchical delegation of responsibilities.

32. Related operational guidelines and procedural manuals, including:

4(1)Investment guidelines.

5(2)Customer data confidentiality.

6(3)Regulation on interested party transactions.

7(4)Shares management.

8(5)Management of the preparation process of financial statements, including management of the application of International Financial Reporting Standards, procedures for professional accounting judgments, and processes for making changes in accounting policies and estimates.

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The purpose of internal audit is to assist the board of directors and the managerial level to verify and evaluate whether the operation of internal control system works effectively and smoothly and provide appropriate suggestions for revision, which can ensure the on-going performance of effective internal control and serve as the basis of internal control system revisions.

1A financial holding company or banking business should set up an internal audit unit that is directly subsidiary to the board of directors, which should perform audit business independently and honestly. The unit is required to report its audit business to the board of directors and supervisors (board of supervisors) or audit committee at a minimum period of every six months.

2A financial holding company or banking business should establish a chief auditor system to manage all audit business. The chief auditor should possess sufficient leadership and ability to carry out effective audit work, whose qualification should be equal to the conditions set for the responsible people of each section and has the power as an general co-manager. The auditor is not allowed to take a job that will cause conflicts or limitations to the audit work.

3The employment, dismissal, or transfer of the chief auditor should have the consent of the majority of audit committee members as well as the consent of more than two-thirds of the board of directors and report to the competent authority for ratification.

4Where the matter in the preceding paragraph did not have the consent of the majority of audit committee members, the resolution adopted by the audit committee shall be recorded in the board meeting minutes. If there is no audit committee but independent directors set up and an independent director objects to or expresses reservations about the matter, it shall be recorded in the board meeting minutes.

5The appointment, dismissal, promotion, reward/ discipline, rotation, and performance review of personnel in the internal audit unit shall become effective after being reported by the chief auditor to chairman of the board. However, if a matter involves personnel of other management or business units, the chief auditor shall first consult the personnel department to refer the matter to the president for approval, and then report to the chairman of the board for final approval.

1When any of the following circumstances applies to a chief auditor in overseeing internal audit work, the competent authority may, having regard to the seriousness of the event, issue an official reprimand, order the chief auditor to make improvements within a specified time limit, or otherwise order the financial holding company to release the auditor general from duty.

2A. Has made any improper loan extension, been involved in a material breach of the principles for giving credit, or otherwise engaged in any improper transfer of funds with customers, as established by factual proof.

3B. Has abused authority of office, there is evidence showing that he or she has carried out improper activities, or he or she has misused power, in an attempt to seek profits for him or herself or for a third party, or to damage the interest of its belonging financial company (including its subsidiary company) or banking business; and therefore, his or her abuse or misuse of power has thus cause losses for its belonging financial company or its subsidiary company or banking business or a third party.

4C. The auditor disclose, deliver, or publicize all or part of the contents of its financial examination reports to a person not related to such job without the consent from the competent authority.

5D. Has failed to notify the competent authority of any significant malpractice that due to poor internal management has occurred in the financial holding company (including its subsidiary company) or the banking business.

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1A financial holding company or banking business shall, after having regard to its investmentscale, business condition (the number of its branches and amount of business), managementneeds, and relevant provisions of rules and regulations, staff competent persons in anappropriate number as full-time internal auditors who shall perform their duties in adetached, independent, objective, and impartial manner. Personnel of the internal audit unitshall be deputy to each other to cover each other's absence.

2An internal auditor of a financial holding company or banking business shall meet thefollowing qualification requirements:

31. Having not less than two(2) years of experience in financial examination; or havinggraduated from a college or university, or passed a senior civil service examination or anequivalent examination, or the examination of certified internal auditor and having not lessthan two(2) years of experience in financial business; or having not less than five(5) years ofexperience in financial business. A person is deemed to meet such requirements if he or shehas worked as a professional, such as an auditor in an accounting firm, or a computerprogrammer or system analyst for not less than two(2) years, and has received not less thanthree(3) months of training in the business operations and management of a financialinstitution. However, the number of this type of auditor cannot exceed one-third of the totalauditors.

42. Free of any record of demerit or more serious from employer in the last three(3) years,unless the demerit record was a result of joint and several disciplinary action on account ofthe violation or offense of another person, and the demerit has been offset by other merits;and

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1The internal auditors of a financial holding company or banking business shall perform their duties in good faith, and may not do any of the following:

2A. Conceal or make false or inappropriate disclosures of any of the financial holding company's or the banking business's business activities, reporting, or compliance with rules and regulations that they know to directly cause damage to any interested party.

3B. Act beyond the scope of audit functions or engage in other improper activities, or externally disclose any acquired information, attempt to profit therefrom, or otherwise use the information against the interest of the financial holding company (including its subsidiary company) or banking business.

4C. Cause losses to the financial holding company (including its subsidiary company) or the banking business or harm the interests of its stakeholders

5due to negligence.

6D. Conduct audit work within one (1) year to the department where the auditor used to work at.

7E. Fail to recuse himself or herself from auditing of cases or business within the scope of his or her past duties or matters in which he or she has a personal interest.

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1The internal audit unit shall undertake the following tasks:

2A. Plan the organization structure, size and duty of the internal audit unit. Prepare internal audit working manuals and working papers, which shall at least include assessing the various rules and operating procedures of the internal control system to determine whether adequate internal controls are already in place in the current rules and procedures, whether each department has realistically carried out the internal controls, and whether the internal controls are carried out in a reasonably effective manner, and from time to time provide recommendations for improvement.

3B. Monitor the formulation of rules and procedures for self-inspection and assessments of the internal control system by business and management units, and the implementation of periodic self-inspection by each unit.

4C. Formulate annual audit plans and, based on the business risk profile of and implementation of internal audits by each subsidiary or department, determine audit plans targeted at each individual subsidiary or department.

5For the purpose of self-inspecting its internal control system, a financial holding company (including its subsidiary companies) or a banking business shall see to it that all of its internal departments and subsidiaries carry out self-inspection, and have its internal audit unit review the self-inspection reports of each department and subsidiary (including its subsidiary companies if it is a financial holding company); such self-inspection, together with the reports on the correction of any deficiencies and irregularities discovered in the internal control system by the internal audit unit, shall serve as a basis for the board of directors, president, chief auditor, and chief compliance officer to evaluate the overall efficacy of the internal control system and to issue internal control system statements.

1A banking business shall conduct a routine audit at least annually, and a special audit on its and all its subsidiaries' operation, finance, asset quality and information departments; a special audit at least annually on other management departments; a routine audit at least annually on its all business centers, foreign business units and foreign subsidiary companies. The auditing method for a foreign office can be replaced with a report auditing or adjust the auditing frequency flexibly.

2The contents of the routine audit or the special audit, which is performed by the audit unit of a banking business to its business unit, should cover whether there are improper marketing activities when dealing with trust business, financial management, and the sale of financial products; whether the contents of the products are clearly disclosed; whether the risks are well notified; whether the contract is fair and other obligations are performed appropriately following the law or self-regulatory guidelines.

3The internal auditing unit of a financial holding company shall conduct a routine audit at least annually; a special audit on its finance, risk management, and compliance with applicable acts and regulations at least semiannually; where the routine business has covered the scope of the special audit and its audit results reveal no significant deficiency, and it expressly states such in the internal audit report, it is not required to conduct a special audit for that current half-year.

4The internal audit unit should include the execution status of the regulatory compliance system into the routine audit or special audit of the business and management units.

1A domestic bank may apply to the competent authority for approval to adopt a risk-basedinternal auditing system. A subsidiary that was evaluated and exempted from adopting thesystem for implementation in accordance with Paragraph 2 of Article 16 shall provideevaluation documents. The competent authority may ask a domestic bank to apply forapproval to adopt a risk-based internal auditing system in view of the bank's asset size,business risks, and other necessary conditions.

2A domestic bank thatapplies for approval to adopt a risk-based internal auditing system mustmeet the following criteria:

31. The bank's most recently filed ratio of regulatory capital to risk-weighted assets meets therequirements set out in Article 5 of the Regulations Governing the Capital Adequacy andCapital Category of Banks;

42. The bank does not show insufficient loan loss provision and reserves based on the mostrecent financial examination and the most recent CPA-audited and certified financialstatements;

53. The bank's non-performing loan ratio of the most recent quarter does not exceed 1%; and

64. The bank has an effective internal control system.

7The provisions on auditing frequency in Paragraph 1 of the preceding article and Paragraph 2of Article 16 do not apply to domestic banks that have been approved to adopt a risk-basedinternal auditing system.

1A financial holding company or a banking business shall formulate annual audit plans and, based on the business risk profile of and implementation of internal audits by each subsidiary, determine audit plans targeted at each individual subsidiary.

2The internal audit unit of a financial holding company or a banking business, except those foreign branches of a banking business and other business ratified by the competent authority, conduct a target audit on its subsidiaries' finance, risk management, and compliance with applicable acts and regulations at least semiannually and incorporate the audit results into its annual audit project.

3All subsidiaries shall submit to the financial holding company or the banking business their board meeting minutes, CPA audit reports, examination reports issued by the financial examination agency, and other relevant materials, and, for subsidiaries having established an internal audit unit, audit plans and reports on significant deficiencies identified in internal audit reports and the status of improvements thereof; the mother company shall review such documents and monitor the implementation of improvements by each subsidiary.

4The chief auditor of a financial holding company or a banking business shall periodically evaluate the efficacy of the internal control activities of a subsidiary as set forth in the preceding paragraph and, after having reported to the board of directors, send the evaluation results to the relevant subsidiary's board of directors for their reference in personnel evaluations.

1A financial holding company or the banking business shall disclose at least the following information in its internal audit report for routine business audits.

2A. Audit scope; summary commentary; financial status; capital adequacy; operation performance; asset quality; management of shares; management of the operation of board of directors and audit committee; compliance with major acts, regulations, and rules; internal controls; interested party transactions; the control and internal management of all business tasks; protection and management of customers' data; information management; management of customer data confidentiality; protection measures of consumers and investors and the results of self-inspection, and the evaluation to above matters.

3B. Opinions for the major illegal errors or faults in all departments, and the suggestions for punishment for employees fail to fulfill their duties.

4C. The examination comments or faults listed by the financial examination agency, accountants, internal audit unit (including the internal audit unit of the mother company), and self-inspection people, and the improvement status of items that enlisted as 'need further improvement' by the internal control statement.

5The record of the results in working papers shall be preserved together with the self-inspection or internal audit reports and relevant materials for no less than five(5) years.

1Where a financial holding company or a banking business makes any concealment of poor internal management, unsatisfactory internal controls, inadequate implementation of the internal audit system and regulatory compliance system, or the results of implementation of improvement of any deficiency specified by a financial examination agency in an examination opinion requiring review and follow-up, or the internal audit unit (including the internal audit unit of parent company) otherwise conceals any audit findings, and where such concealment constitutes significant malpractice, the personnel involved shall be held responsible for negligence in their duties. A financial holding company (including its subsidiaries) or a banking business shall commend an internal auditor who identifies any significant malpractice or negligence and thereby averts material loss to the company.

2When a significant deficiency or malpractice arises within the management or business departments of a financial holding company or a banking business, the internal audit unit shall have the power to suggest penalties and shall make a full disclosure of the responsible negligent personnel in an internal audit report.

The internal audit report of a financial holding company or banking business shall be delivered to the supervisors (board of supervisors) or audit committee for review and unless it is otherwise provided by the competent authority, shall be submitted to the competent authority within two (2) months following completion of the audit. The audit report shall also be delivered to the independent directors if such positions are set up by the financial holding company or the banking business.

1Before assuming the following post, the person should enroll in the following trainings heldby the institutes recognized by the competent authority and obtain completion certificatefrom them:

21. When acting as an internal auditor for the first time, the auditor should participate in theaudit training course, computer audit training course or billing audit training course for noless than sixty (60) hours. The auditor should also pass the exam and obtain the completioncertificate.

32. An internal auditor with leadership duty should participate in the internal auditor leadertrain course for no less than nineteen (19) hours.

43. The chief auditor and official, deputy managers should participate in audit managertraining course for no less than twelve (12) hours.

5The regulations in the preceding paragraph do not apply to the training required for locallyhired internal audit personnel hired by the foreign business unit. However, where the localcompetent authority has other regulations, such regulations shall apply.

6Internal auditors (including the official, deputy managers and chief auditor) of a financialholding company (including its subsidiary companies) or a banking business (including theparent company) each year shall attend a finance-related professional training held by acompetent authority-designated institution or by the financial holding company or asubsidiary thereof. For the minimum number of training hours, the total hour should be noless than twenty(20) for the official, deputy managers and chief auditors; no less thanthirty(30) for the other internal auditors. If an auditor has obtained an international internalauditor certificate within the current year, the certificate can be transferred to the traininghours.

1A financial holding company or banking business shall, in a prescribed format and via anInternet-based information system, file with the competent authority for recordation theinformation on the name and years of service of its internal auditors by the end of Januaryeach year.

2When preparing the basic information of internal auditors, the financial holding company orthe banking business should verify whether these auditors have met the requirementsstipulated in Paragraph 2 and Paragraph 3, Article 12 and Article 20. If the auditor fails tomeet the requirements, it should be improved within two(2) months, if not, the auditor shouldbe re-assigned to another job.

1A financial holding company shall, in a prescribed format and via an Internet-based information system, file with the competent authority for recordation its next year's audit plan by the end of each fiscal year and a report on the execution of its preceding year's annual audit plan within two(2) months from the end of each fiscal year.

2By the end of each accounting year, the financial holding company or the banking business shall deliver a written audit plan for the next year to the supervisors (supervisors, board of supervisors) or the audit committee for examination and compilation. If the company doesn't have an audit committee, the report shall be delivered to the independent directors for comments. The annual audit plan and changes thereof shall be approved by the board of directors.

3The contents of audit plan mentioned in the preceding paragraph shall at least include: an explanation of the audit plan, annual audit points, units that will receive the audit, nature of audit (routine audit or special audit), and whether the frequency of audit comply with the regulation of the competent authority. If the audit is a special audit, then it is necessary to notify the range of audit.

A financial holding company or banking business shall, in a prescribed format and via an Internet-based information system, file with the competent authority for recordation its improvements of deficiencies and irregularities identified in the internal control system in previous year within five (5) months from the end of each fiscal year.

1For a banking business, officers at various levels with the authority to approve business and transactions shall meet any of the requirements below prior to taking office:

2A. Have served as auditors in the internal audit unit and worked for over one(1) year with actual auditing affairs.

3B. Have enrolled in the audit training course or computer audit training course held by a competent authority-designated institution and passed the exam and obtained the completion certificate.

4C. Obtaining the qualification certificates in banking business internal control and internal audit exam held by a competent authority-designated institution. The contents of the exam should be similar to the contents mentioned in the preceding paragraph.

5For the heads of individual levels at foreign business units that have authorization in business or transactions, they are allowed to enroll in professional audit training held by a foreign professional institute or obtain a similar certificate from a foreign institute to replace the certificate mentioned in Paragraph 1.

6When acting as the manager of a local business unit, the manager should meet the conditions listed in Paragraph 1, besides, if the manager qualifies the conditions in Subparagraph 2 or 3 of Paragraph 1, the manager should participate in more than four(4) times of audit practices with the internal audit unit before actually assuming the post or within six(6) months after assuming the post. Each practice should be responsible for as least one(1) item, practicing at least four(4) items, write a report on the practice, and send to the chief auditor for verification. The chief auditor should present a certificate and keep the report for further reference.

1The banking business should establish a self-inspection system. The bank shall conduct a self-inspection on all business, financial, asset safekeeping, information, and foreign business units at least semiannually; a special self-inspection at least every month. However, if the company has conducted a routine self-inspection, an internal audint unit (including the internal audint unit of the mother company) has conducted a routine business audit, a financial examination agency has conducted a routine business audit or self-evaluation on affairs concerning compliance with applicable acts and regulations in that month, a special self-inspection can be exempted in that month.

2All departments and the subsidiaries of a financial holding company should conduct a self-inspection on internal control system at least annually; a legal compliance self-inspection at least semiannually.

3For the self-inspection affairs mentioned in the preceding two paragraphs, the head of the unit should assign a person of another duty to conduct the audit and be kept secret.

4The results of self-inspections mentioned in paragragh 1 and 2 shall be made as working papers and shall be preserved together with the self-inspection or internal audit reports and relevant materials for no less than five(5) years.

1The internal audit unit (including the internal audit unit of the mother company) shall continually conduct follow-up reviews on any examination opinions or audit deficiencies brought up by the financial examination authority, CPA, or internal audit unit, and on matters specified in the internal control system statement as requiring stronger improvement efforts, and submit a written report on the implementation of improvement of deficiencies to the board of directors, together with a copy to the supervisors (supervisors, the board of supervisors), and list these as an important factor in the relevant department's performance evaluations.

2The major points of audit task for a financial holding company or a banking business should be prescribed by the competent authority.

1A financial holding company or a banking business shall supervise all departments (for thefinancial holding company, including its subsidiaries) to carefully assess and review thestatus of the operation of its internal control system, and, separately for self-inspectionresults and internal audit reports, submit internal control system statements jointly signed andissued by the chairperson, general manager, chief auditor, and compliance officer (asattachment) to the board of directors for approval, and subsequently within three (3) monthsfrom the end of each fiscal year disclose the information contained therein on the company'swebsite and publish the same on a website designated by the competent authority.

2The internal control system statement under the preceding paragraph shall be duly publishedin the annual report, stock issue prospectuses, and other prospectuses.

3The regulations in Paragraph 1 are not applicable to the banking business taken over by thecompetent authority.

1If the annual financial report of a banking business is audited and certified by CPA the business should also delegate the CPA to conduct an audit on its internal control system. The CPA should also comment on the correctness of the report submitted to the competent authority for the banking business, the execution status of internal control system and regulatory compliance system, and the appropriateness of policies for loan loss reserves, including those of the foreign business units of the banking business.

2The competent authority may request a banking business to provide the examination report of its personal data protection and AML/CFT mechanism

3issued by CPA.

4The audit fees for the CPA should be negotiated by the banking business and the CPA. The business should pay the CPA as negotiated.

5The provisions of Paragraph 1 and Paragraph 2 are not applicable to banking business taken over by the competent authority.

When necessary, the competent authority is allowed to invite the banking business and its delegated accountant to conduct further discussion concerning the affairs of such audit. If the competent authority finds the delegated accountant is not competent for the audit affairs delegated by the business, the authority should demand the banking business to alter the delegation to another accountant for another audit.

1When an accountant conducts audit affairs following the regulations of Article 28, the accountant should inform the competent authority immediately when the following conditions are found:

2A. During the process of audit, the business fails to provide the required reports, certificates, books of accounts, and meeting minutes for the accountant, or refuses to make further explanation on the queries submitted by the accountant, or there are other objective environment restrictions to cause the accountant unable to continue his or her audit work.

3B. When there are severe false, forged data, or missing in its accounting or other records.

4C. Its assets are insufficient to pay its debts or its financial condition is worsened.

5D. There is evidence indicating that its transactions will cause great damage to the bank's net asset.

6If an audited banking business has conditions listed in Paragraph 2 to 4, the accountant should submit in advance a summary report to the competent authority based on the auditing results.

1When a banking business delegates a CPA to conduct audit as provided in Paragraph 1 of Article 28, the business should provide the CPA audit report of the previous year to the competent authority by the end of April each year for recordation. The audit report should at least entail the scope, basis, procedure, and results of the audit.

2When a credit cooperative conducts such audit in accordance with the preceding paragraph, the audit report shall be submitted via the finance department of municipal government or the county (city) government.

3When the competent authority has queries concerning the contents of the audit report, the CPA should provide relevant information and explanation based on facts.

1The head office of a financial holding company or a banking business shall set up a compliance unit under the president to take charge of the planning, management, and execution of the regulatory compliance system. Another high level manager shall also be assigned to act as chief compliance officer for the head office to conduct compliance affairs. The chief compliance officer shall make a report to the board of directors (council), supervisors (board ofsupervisors) or the audit committee at least semiannually, and in case of major regulatory violation or rating downgrade by the financial competent authority, immediately inform the directors (council members) and supervisors (board of supervisors), and report to the board of directors (or the council) on compliance matters.

2The requirements for setting up the foregoing compliance unitand the chief compliance officer for the head office are as follows:

31. A banking business, if the total assets of the previous year as audited by a CPA have exceeded NTD 1 trillion,shall set up a dedicated compliance office that may be in charge of AML/CFT, but shall not be in charge of legal affairs unrelated to the planning, management, and implementation of the legal compliance system, or any affairswith conflict of interest.The chief compliance officerof its head office may be appointed as the AML/CFT compliance officer but shall not serve as the chief officer of legal affairs or other internal posts.

42. The chief compliance officer at a financial holding company or the head office of a banking business that is not governed by the foregoing paragraph cannot be appointed to internal posts other than chief legal officer or chief AML/CFT compliance officer, except as otherwise provided by the competent authority with respect to the credit cooperatives and bills finance companies.

1The head office and branches of a financial holding company or banking business should establish advisory and communication channels for regulatory compliance matters to keep employees informed of rules and

2regulations, swiftly clarify any questions of the employees on rules and regulations, and ensure regulatory compliance.

3When the legal compliance unit of a financial holding company or banking business makes a report to the board of directors in accordance with Paragraph 1 of the preceding paragraph, the report should contain at least an analysis of the causes of significant deficiency or malpractice in compliance matters within respective departments as well as recommendations for improvement.

1A compliance unit should conduct the following tasks:

21. Establishing a system for clear and adequate conveyance, consultation, coordination and communication of rules and regulations.

32.Keeping operating and management rules and procedures updated in line with relevant regulations to make sure all business activities comply with regulatory requirements.

43.Before a banking business introduces a new product or service, or applies to the competent authority for approval to offer a new business, the chief compliance officer shall issue and sign an opinion statement undertaking that the new product, service or business complies with applicable regulations and internal rules.

54.Drafting rules and procedures for evaluating regulatory compliance and overseeing the periodic implementation of self-evaluation by respective units; assessing the compliance self-evaluation operations of respective units and producing a report thereon, which, after being signed off by the president, will be used as reference in the performance evaluation of the unit.

65.Providing pertinent regulatory training to employees.

76.Supervising the introduction, establishment and implementation of relevant internal rules by the compliance officer of respective department.

1A banking business governed by subparagraph 1, paragraph 2 of Article 32 shall establish a bank-wide risk-based management and supervision framework for legal compliance. The basis of such framework, functions and responsibilities are specified as follows:

21.The compliance unit shall set up the procedures, plans and mechanisms for identifying, assessing, controlling, measuring, monitoring, and independently reporting any compliance risk in order to generally control, supervise, and support each domestic or foreign department, branch, and subsidiary with respect to individual business unit, cross-department, and cross-territorial legal compliance.

32.The compliance unitshall set up an adequate number of professional units based on the classification or business, or points of legal compliance to monitor, implement and support the legal compliance the local or foreign business units related to that business or legislation.

43.The compliance unit may asses the appointment, and enhances the independence of each chief compliance officer by risk-based approach. Notwithstanding to the requirements in the first part of paragraph 4 of Article 32, an independent chief compliance officer is not required, and the legal compliance office of the head office will be responsible for a unit with lower compliance risk.

54.The compliance unit shall establish the mechanism of independent reporting, assessment and disposition of compliance risk alert.

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1In order to promote a robust operation, financial holding companies and banking businesses shall set up the whistleblower system, and designate a unit with independent functions at the head office to accept and investigate the reported issues.

2A financial holding company or a banking business shall protect the whistleblower as below:

31.The whistleblower’s identity shall be kept confidential; no information that may be used to identify that person shall be disclosed.

42.The whistleblower shall not be terminated, dismissed, downgraded/relocated, given a reduction in pay, impairment to any entitlement under the law, contract or customs, or other unfavorable disposition due to the reported case.

5Any interested person shall recuse himself from the acceptance and investigation of the reported case.

6The whistleblower system, in paragraph 1, shall at least cover the following procedures, and be resolved by the board of directors (or the council):

71.Expressly specifies that anyone may file the report when discovering any crime, corruption, or potential legal violation.

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1A financial holding company or a banking business shall formulate adequate risk management policies and procedures and establish operationally independent and effective risk management mechanisms, by which to assess and monitor the respective risk-bearing capacity, and current status of risks already incurred, and to determine their compliance with the risk response strategies and risk management procedures.

2The risk management policies and procedures under the preceding paragraph shall be passed by the board of directors and be reviewed and revised in a timely manner.

1A financial holding company or a banking business shall establish an independent risk management task force and regularly furnish risk management reports to the board of directors; upon identifying a significant risk exposure that might adversely affect its financial or business status or compliance with applicable acts and regulations, it shall take immediate and adequate countermeasures and submit a report to the board of directors.

2For a credit cooperative, the establishment of the independent risk management task force mentioned in the preceding paragraph can be replaced by a designated management unit in its headquarters.

1The risk management mechanisms of a financial holding company shall include the following matters:

2A. Monitoring the capital adequacy of the financial holding company and of all subsidiaries based on their respective business scale, credit, market, and operational risks, and future business trends.

3B. Adopting adequate long- and short-term financing principles and guidelines, and establishing management mechanisms for measuring and monitoring the liquidity positions of the financial holding company and of all subsidiaries, by which to measure, monitor, and manage the liquidity risks of the financial holding company and of all subsidiaries.

4C. Making various investment allocations after having considered the overall risk exposure, equity capital, and characteristics of liabilities of the financial holding company, and establishing various measures to manage investment risks.

5D. Establishing uniform assessment methodologies for rating and classifying the quality of assets of the financial holding company and of all subsidiaries, calculating and controlling large risk exposures of the financial holding company and its subsidiaries, carrying out periodic reviews, and faithfully setting aside allowances or reserves for loss.

6E. Building information security mechanisms and contingency plans with respect to business exchanges, transactions, or other activities between the financial holding company and its subsidiaries and between its subsidiaries.

1The risk management mechanism of a banking business shall include the following principles:

2A. Monitoring the capital adequacy based on its business scale, credit, market, and operational risks, and future business trends.

3B. Establishing management mechanisms for measuring and monitoring the liquidity positions of the banking business, by which to measure, monitor, and manage the liquidity risks.

4C. Making various investment allocations after having considered the overall risk exposure, equity capital, and characteristics of liabilities, and establishing various measures to manage investment risks.

5D. Establishing uniform assessment methodologies for rating and classifying the quality of assets, calculating and controlling large risk exposures, carrying out periodic reviews, and faithfully setting aside allowances or reserves for loss.

6E. Building information security mechanisms and contingency plans with respect to business, transactions, and information exchanges or other activities.

1Banking businesses shall assign a manager ranked vice president or above or an individualwith equivalent powers to serve concurrently as the chief information security officer, whoshall oversee the implementation and coordination of the information security policy andresource allocation. Banking businesses shall set up a dedicated information security office,and appoint the chief officer, who shall not be appointed to other posts of information, ortasks with conflict of interest, and shall arrange suitable workforce and equipment except asotherwise provided by the competent authority with respect to the credit cooperatives andbills finance companies.

2A banking business shall set up a dedicated information security office and appoint a persona level higher than associate general manager or equivalent function to be the chief officer ofsuch dedicated information security office if its total assets of the previous year as audited bya CPA have exceeded NTD 1 trillion.

3The dedicated information security office is in charge of planning, monitoring, andimplementing the management processes of information security. The banking enterpriseshall submit, disclose, and publish the Internal Control System Statement in accordance withthe regulations in Paragraph 1, Article 27 and the chief information security officer shalljointly sign and issue the Statement.

4The personnel of the dedicated information security office of the banking business shallattend at least fifteen (15) hours of professional courses of information security, or on-the-job training every year. The personnel of the head office, local and foreign business units,information units, financial custody unit, and other managerial units shall attend no less threehours of promotional program of information security every year.

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1To secure the confidentiality level of the financial examination report of a financial holding company or a banking business, unless consented by the law or the competent authority, the responsible person or the employee are not allowed to read or disclose, deliver, publicize all or part of the contents of the report to another person irrelevant of the performing of the task.

2The financial holding company or the banking business should follow the provisions of the competent authority to prescribe the relating internal management regulations and business procedures of the financial examination reports and submit them to the board of directors for consent.

A financial holding company or a banking business shall set out in its internal control system penalties for violations of these Regulations or its internal control system rules by managers and relevant personnel.

The subsidiary company of a financial holding company referred to in these regulations should be defined as in Article 4 of the Financial Holding Company Act; the subsidiary company of a banking business should follow the provisions of Paragraph 3 of Article 5 of Regulations Governing Establishment of Internal Control Systems by Public Companies.

The internal auditors and compliance officer of a financial holding company or a banking business shall immediately prepare a report for submission, with a notice to the independent directors and supervisors (supervisors, board of supervisors) or the auditing commission and report to the competent authority, when their recommendations for improvements regarding significant deficiencies or noncompliance identified in internal controls are not accepted by management and as a result the financial holding company or the banking business might incur a material loss.

After the end of examination conducted by the competent authority or the local competent authority at where a foreign branch is located or after receiving an examination report, the internal audit unit at a financial holding company or the head office of a banking business should, based on the principle of materiality, promptly inform the directors (council members) and supervisors (board of supervisors), and make a report to the forthcoming board of directors' (or the council) meeting. The report items should include the content of examination communication meeting, major deficiencies found in the examination, the rating downgrade by thefinancial competent authority, improvement actions required by the competent authority or possible disciplinary measures to be taken.

The competent authority will set forth formats specified in the Rules herein.

When a credit cooperative submit relating materials to the competent authority as regulated in these regulations, the cooperative should also report to the finance department of municipality or the finance bureau of county (city) government.

1The branch of a foreign bank in Taiwan shall carry out internal control and audit in compliance with the Rules herein. However, if the internal control and audit systems of a branch in Taiwan are prescribed based on regulations with higher or equivalent standards for internal control and audit establishment, then the branch is allowed to report its situation to the competent authority for future reference and conduct such systems after a comparison report on the details of the standards that bank adopts and our system, which should also be signed by the responsible person of the branch.

2If the headquarters of the branch bank in Taiwan has altered its internal control and auditing systems, which might also apply to the branch in Taiwan, the revisions should be immediately explained and compared to domestic regulations and send to the competent authority for future reference after signed by the responsible person in Taiwan.

3If the branch of a foreign bank in Taiwan violates the internal control and audit system accepted by the competent authority in accordance with three preceding paragraphs hereof, it shall be deemed as violating the Rules herein.

Where a banking enterprise does not meet regulations regarding concurrent posts specified inthe first part of Paragraph 1, Article 38-1, it shall implement adjustments to meet therequirements within six (6) months of the promulgation of the amendment on September 23,2021.

1The Rules herein shall be in force on the date of promulgation.

2The 2nd March 2012 amendments, except Article 8, paragraph 1, subparagraph 2 item 5, the credit cooperatives shall enter into force from 1st January 2014, and Article 8, paragraph 1 subparagraph 2 item 8 shall enter into force from 30 December 2012, shall enter into force three months after the date of issuance.

3The amended and reinstated provisions of Article 34-2 on March 31, 2018 shall take effect six months after promulgation.