Q1：What are the applicable years and range of the data for scoring for the indicators of the 12th Evaluation?
The applicable period for the indicators of the 12th (year 2025) Evaluation is from January 1 to December 31, 2025, and the evaluation results are expected to be announced by the end of April 2026.The range of data for evaluation and analysis includes the information for 2025 which is disclosed on the MOPS, in the annual report, and on the company website, as well as corporate governance-related events that occurred during the year, records from shareholders’ meetings and board meetings, independent directors’ operations or exercise of powers, relevant supervision records from the FSC, TWSE or TPEx, self-evaluation content on the company’s self-evaluation website, and questionnaire responses. If there is any deficiency or inconsistency with the corporate governance principles, the data analysis year is not limited to the year of evaluation. The deficiency shall be submitted to the Corporate Governance Evaluation and Advisory Committee for discussion and potential reduction of points at its discretion, depending on the severity of the situation and whether the violation has been addressed.
Q2：What are the evaluation objective and scoring criteria for the new Indicator 1.5 “Has the company formulated specific measures to enhance its corporate value, submitted them to the board of directors, and disclosed relevant information in the ‘Corporate Value Enhancement Plan Zone’ of the MOPS”?
This indicator is formulated to guide enterprises to prioritize shareholder value, and Article 13-3 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies has been referenced. TWSE/TPEx listed companies should formulate and disclose their operational strategies and business plans, and state specific measures to enhance corporate value. These should be reported to the board of directors and proactively communicated to shareholders. The scoring criteria for this indicator is the corporate value enhancement plan to be submitted to the board meeting for reporting, and uploaded to the “Corporate Value Enhancement Plan Zone” of the MOPS before the end of 2025. For relevant disclosure examples, please refer to the website of the Corporate Governance Center.
Q3：Two new indicators related to greenhouse gases are added, namely 4.27 “Has the company disclosed the three scopes of annual emissions of greenhouse gases in the past year?” and 4.29 “Has the company introduced internal carbon pricing to estimate the impact of climate change on its financial operations?”; what are the evaluation objectives and scoring criteria?
In line with the “Sustainable Development Action Plans for TWSE and TPEx Listed Companies (2023)” released by the FSC to encourage companies to disclose information on scope 3 greenhouse gases, a new Indicator 4.27 has been added this year, allowing companies to earn scores by disclosing their 2024 scope 3 emissions classified according to the GHG Protocol or ISO 14064-1, and indicating the scope of data coverage (such as all factories and subsidiaries). Companies may disclose the annual emissions of certain categories or subcategories by evaluating factors such as their significance. Regarding Indicator 4.29, it aims to encourage TWSE/TPEx listed companies to perform carbon reduction transformation and promote the establishment of internal carbon pricing, in order to include the consideration of climate risks in their internal financial and operational decisions. To encourage companies to do so, the scoring criteria of this indicator is to disclose the basis for internal carbon pricing. For relevant disclosure examples, please refer to the website of the Corporate Governance Center>Rules and FAQs>Best Practice Reference Examples in the Annual Report for Shareholders’ Meeting>Appendix 2-2-3 Climate Related Information of TWSE/TPEx Listed Companies.
Q4：Regarding Indicator 4.8 “Has the company formulated policies to appropriately reflect business performance or results in employee compensation and disclose them on the company website or annual report?” what is the focus of this revision?
In response to the amendment to paragraph 6, Article 14 of the Securities and Exchange Act, domestic TWSE/TPEx listed companies are required to amend their articles of association to stipulate that a certain percentage of annual earnings should be allocated to adjust the salaries of or distribute remuneration to grassroots employees. Therefore, the scoring requirement of Indicator 4.8 is amended accordingly to state that a company shall disclose in its annual report or on its website that, if there is a profit in the current year, a fixed percentage (such as X%), a certain range (such as A%–B%), or a lower limit (such as X% or more, or not less than X%) should be allocated to adjust the salaries of or distribute remuneration to grassroots employees. Considering the legislative purpose and the disclosure of employee salary policy in the current annual financial report, paragraph 6, Article 14 of the Securities and Exchange Act generally does not apply to foreign companies listed on the main board or Innovation Board. However, if the articles of association of a company already have the relevant compensation policy for grassroots employees, it shall be followed accordingly. The aforementioned foreign companies may also disclose how their business performance or results are reflected in their compensation policies for grassroots employees and the actual distribution of grassroots employees’ remuneration or salary increments to meet the scoring requirement. (note: The matters stipulated in paragraph 6, Article 14 of the Securities and Exchange Act regarding articles of association shall be formulated in accordance with the order of the competent authority and the Q&A set.)
Q5：Regarding indicators related to employees, Indicator 4.30 “Has the company developed an employee training and development plan to enhance employees’ career abilities, and disclosed the content and implementation status?” and Indicator 4.31 “Does the company regularly conduct employee satisfaction surveys and disclose the implementation status and improvement plans?” are added; what are the evaluation objectives and scoring criteria?
To encourage enterprises to attach importance to employee career development, a new Indicator 4.30 Employee Training and Development Plan has been added, and both of the following criteria must be met in order to score: (1) Disclose the aspects (such as new employee training, professional training, and supervisor training), scope (such as supervisors at all levels, staff), and content covered by the training plan. (2) Disclose the quantified resources invested in the training program for the current year, such as course hours, number of participants, and license subsidies. In addition, to promote the establishment of regular communication and dialogue channels with employees, a new Indicator 4.31 has been added regarding regular employee satisfaction surveys, and both of the following criteria must be met in order to score: (1) Disclose the results and implementation status of the employee satisfaction survey conducted in the current year (such as the coverage rate, surveying unit, survey frequency, and survey period). (2) Disclose the content of the improvement plan developed for the current year’s employee satisfaction survey.
Q6：Two new indicators related to customers/consumers have been added, namely 4.32 “Has the company formulated a personal data protection policy and disclosed its content and implementation status?” and 4.33 “Has the company formulated relevant policies and complaint procedures to protect the rights and interests of consumers or customers regarding issues such as customer health and safety, marketing or labeling of products and services?”; what are the evaluation objectives and scoring criteria?
To encourage companies to pay attention to the information security of products and services and the protection of customer rights, Indicator 4.32 on personal data protection policy and Indicator 4.33 on the development of consumer or customer rights protection policies and complaint procedures have been added. To score on Indicator 4.32, the following three criteria must be simultaneously met: (1) Establish and disclose the personal data protection policy. (2) Disclose the scope of application of the personal data protection policy (including at least customers), and the responsible department or personnel. (3) Disclose the quantitative data related to the implementation status of the current year (such as employee training hours).To score on Indicator 4.33, both of the following criteria must be met: (1) Establish and disclose policies to protect consumer or customer rights and interests concerning customer health and safety, marketing, or labeling of products and services. (2) Disclose complaint channels and procedures.
Q7：Regarding Indicator 2.14 “Has the company established a nomination committee with no fewer than three members, more than half of whom are independent directors, and is the committee chaired by an independent director who also serves as the convener and meeting chairman? Has the company disclosed the committee’s composition, responsibilities, and operational status?” What is the focus of this revision?
To strengthen the functions of the functional committees of TWSE/TPEx listed companies, and improve the composition and organizational structure of the board of directors and various functional committees, the establishment of a nomination committee in the company is promoted in accordance with the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and the “Sample Template of XXX Co., Ltd. Charter of Nominating Committee Ltd.,” and this indicator is therefore amended. To score, the following four criteria must be met simultaneously: (1) A nomination committee is established before the end of 2025. (2) There are three or more members, with more than half of them being independent directors. (3) The convener and the meeting chairman are both independent directors. (4) Disclose the composition of the nomination committee (including at least the names of members, convener, and meeting chairman), its responsibilities, and operational status for the current year.
Q8：Regarding the promotion framework and policies for sustainable development, in addition to Indicator 4.1 regarding whether the company has established a full-time (part-time) unit to promote sustainable development, a new Indicator 4.34 “Has the company established a sustainable development committee on the board level, with no less than three members whose qualifications include professional knowledge and abilities in corporate sustainability? At least one director should participate in supervision. Also, the committee’s composition, responsibilities, and operation must be disclosed.” is added this year; what are the scoring criteria for the members’ qualifications?
Regarding members’ qualifications, all members’ professional corporate sustainability knowledge and abilities related to the company’s sustainable development should be disclosed. As for their professional knowledge and abilities, they are not limited to the relevant academic qualifications obtained, but can also be acquired through studying relevant professional courses or obtaining appropriate professional licenses.
Q9：Is the addition of more environmental and social indicators this year, as well as the consolidation and deletion of multiple governance indicators, due to the transition to “ESG evaluation”?
With the increasing international attention to environmental and social issues, and in order to construct a sustainable value culture in the market while complying with the “Sustainable Development Action Plans for TWSE and TPEx Listed Companies (2023)” released by the FSC, the TWSE is considering the establishment of an ESG evaluation to further assess the performance of listed companies in various ESG aspects and provide investors with a reference for ESG investment decisions. In order to guide companies in strengthening ESG information disclosure and sustainable transformation in an orderly manner, and to examine ways to reduce market impact, the environmental and social indicators and weights are gradually increased. Additionally, “ESG evaluation” is gradually promoted based on the current “corporate governance evaluation” framework and by referring to international trends. It is expected that the corporate governance evaluation will be renamed the ESG evaluation when the 2026 evaluation indicators are announced in the fourth quarter of 2025, and the first ESG evaluation results will be announced in April 2027.