| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 105 === In 2017, in the case of XPEC Entertainment and Mega Bank, it is revealed that corporate gorvenance in Taiwan would not be enforced effectively in supervising. Meanwhile, we are worrired about that the failure of the internal control mechanism still happen. In 2006, in order to improve the corporate governance, the internal control mechanism was changed by introducing the independent directors by amending the Stock Exchange act and its relevant regulations of the Unitary Board had graduatly enforced for past ten years. And then, inasmuch as our government has introduced the Unitary Board, so called independent director, we shall put our resource in researching the result of enforcement in practice. Including whether this mechanism has enforced smoothely, the the internal control mechanism is proper, the purpose of amendment is achieved, and tring to find out the enforcement of deficiencies in Taiwan. The date that independent director and audit commttiee is extended mandatory by Financial Supervisory Commission is gradually coming soon. Therefore, above problems would be direction of research in this article; meanwhile, this article would address the current advantage and defect of Unitary Board in Taiwan and the core problems of it and introduces the reguration of Unitary Board in America in detail. Finally, by introducing, analyzing and comparing the reforing program, and proposing the corresponsive solutions for revelant problems, I hope that this article can provide some advancements for corporate governance in Taiwan.
Chapter 1 entitled “Introduction”, which describes the research motivation, purpose, scope and method.Chapter 2 entitled “Overview of corporate governance”. Because of the discussion of the internal control models and Unitary Board between America and Taiwan in this research, and both are the matter of corporate governance, we will explain the basic concept of corporate governance in the beginning.Chapter 3 entitled “Introduction of Unitary Board in America”, which introduces the relevant power of board and internal control committee, and discusses the advantage and defect of Unitary Board in America. Chapter 4 entitled “Introduction of Unitary Board in Taiwan”, which introduces problems and improper items. Chapter 5 entitled”Comparation of regulation between America and Taiwan”, which proposes some suggestions and amendments for the defect of Unitary Board. Chapter 6 entitled”Conclusion”, which reconstructs regulations of Unitary Board in Taiwan.
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