上市上櫃證券商除本守則另有規定外，應依上市上櫃公司治理實務守則規定辦理。
A TSE/GTSM listed securities firm shall, unless otherwise provided for in the Principles, be required to comply with the Corporate Governance Best-Practice Principles For TSE/GTSM Listed Companies.
外國證券商在台分公司免適用本守則第一章至第四章之規定。
A foreign securities firm having Taiwan branches may be waived the application of the Principles′ regulations from Chapter I to Chapter IV.
兼營證券商免適用本守則之規定。
A company concurrently operating as securities firm may be waived the application of the Principles′ regulations.
證券商宜參照本守則相關規定訂定公司本身之公司治理守則。
Securities firms are advised to promulgate their own corporate governance principles in accordance with the Principles.
第2條 證券商建立公司治理制度，除應遵守法令及章程之規定外，應依下列原則為之：
Article 2 When setting up the corporate governance system, in addition to complying with laws, regulations, and articles of incorporation, a securities firm shall also follow the following principles:
二、強化董事會職能。
2. strengthen the powers of the board of directors;
三、發揮監察人功能。
3. fulfill the function of supervisors;
第3條 證券商應依證券暨期貨市場各服務事業建立內部控制制度處理準則及臺灣證券交易所股份有限公司等證券相關機構共同訂定之證券商內部控制制度標準規範之規定，考量本公司及子公司整體之營運活動，建立有效之內部控制制度，並應隨時檢討，以因應公司內外在環境之變遷，俾確保該制度之設計及執行持續有效。
Article 3 A securities firm shall follow the Criteria Governing the Establishment of Internal Control System in Securities and Futures Service Enterprises and the standard guidelines for the internal control system of securities firms as jointly promulgated by TSE and such other securities related institutions and take into consideration the overall operational activities of itself and its subsidiaries in establishing an effective internal control system, and review it at all times, in order to keep up with the dynamics of environment inside and outside the company and ensure that the design and enforcement of the system remain effective.
證券商除應確實辦理內部控制制度之自行檢查作業外，董事會及管理階層應至少每年檢討各部門自行檢查結果及稽核單位之稽核報告，監察人並應關注及監督之。
In addition to faithfully performing voluntary reviews of the internal control system, the board of directors and the management shall review the result of the voluntary reviews of each department and the report of the internal audit department at least annually.
Supervisors shall also pay attention to and exercise oversight on this matter.
證券商管理階層應重視內部稽核單位與人員，賦予充分權限，促其確實檢查、評估內部控制制度之缺失及衡量營運之效率，以確保該制度得以持續有效實施，並協助董事會及管理階層確實履行其責任，進而落實公司治理制度。
The management of a securities firm shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, evaluate problems of the internal audit system and evaluate the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis and can assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.
第4條 證券商執行公司治理制度應以保障股東權益為最大目標，並公平對待所有股東。
Article 4 When implementing the corporate governance system, the ultimate goals of a securities firm shall be to protect shareholders′ rights and interests and treat all shareholders fairly.
證券商應建立能確保股東對公司重大事項享有充分知悉、參與及決定等權利之公司治理制度。
A securities firm shall establish a corporate governance system which ensures shareholders′ right of being fully informed of, participating in and making decisions over important matters of the company.
第6條 證券商董事會應妥善安排股東會議題及程序，股東會應就各議題之進行酌予合理之討論時間，並給予股東適當之發言機會。
Article 6 The board of directors of a securities firm shall properly arrange the proposals and agenda of shareholders′ meetings.
Shareholders shall be granted reasonable time to deliberate each proposal and afforded an appropriate opportunity to make statements.
董事會所召集之股東會，宜有董事會過半數董事親自出席。
It would be advisable for a majority of the directors to attend in person the shareholders′ meetings that are convened by the board of directors.
第7條 證券商應鼓勵股東參與公司治理，並使股東會在合法、有效、安全之前提下召開。
Article 7 A securities firm shall encourage its shareholders to actively participate in its corporate governance and hold shareholders′ meetings on the premise of legal, effective and safe proceedings.
證券商應透過各種方式及途徑，並充分採用科技化之訊息揭露方式，藉以提高股東出席股東會之比率，暨確保股東依法得於股東會行使其股東權。
A securities firm shall seek all ways and means, including fully exploiting technologies for information disclosure, so as to enhance the attendance rate of shareholders at the shareholders′ meeting and ensure the exercise of shareholders′ rights by shareholders at the shareholders′ meeting in accordance with laws.
第8條 證券商應依照公司法及相關法令規定記載股東會議事錄，
Article 8 A securities firm shall record the minutes of the shareholders′ meeting in accordance with the Company Law and other applicable laws and regulations.
股東對議案無異議部分，應記載「經主席徵詢全體出席股東無異議照案通過」；
With respect to unanimous by adopted proposal, the meeting minutes shall state: "The resolution is unanimously adopted by all shareholders attending the shareholders′ meeting after the chairman inquires all attending shareholders′ opinion."
股東對議案有異議並付諸表決者，應載明表決方式及表決結果。
As to any proposal that has received any dissent and been adopted in the shareholders′ meeting, the meeting minutes shall record the method and result of the voting.
董事、監察人之選舉，應載明採票決方式及當選董事、監察人之當選權數。
With respect to the election of directors and supervisors, the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the directors or supervisors who were elected.
股東會議事錄在公司存續期間應永久妥善保存，公司設有網站者宜充分揭露。
The minutes of the shareholders′ meeting shall be properly and perpetually kept by the company during its legal existence.
It would be advisable for a securities firm to fully disclose such meeting minutes on its website, if any.
第9條 股東會主席應充分知悉及遵守公司所訂議事規則，並維持議程順暢，不得恣意宣布散會。
Article 9 The chairman of the shareholders′ meetings shall be fully familiarized and comply with the rules governing the proceedings of the shareholders′ meetings established by the company.
The chairman shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will.
為保障多數股東權益，遇有主席違反議事規則宣布散會之情事者，董事會其他成員宜迅速協助出席股東依法定程序，以出席股東表決權過半數之同意推選一人為主席，繼續開會。
In order to protect the interests of shareholders owning a significant portion of shares, if the chairman declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders′ meetings, it would be advisable for the members of the board of directors other than the chairman of the shareholders′ meeting to promptly assist the attending shareholders at the shareholders′ meeting in electing a new chairman of the shareholders′ meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.
第10條 證券商應重視股東知的權利，有關公司財務、業務、內部人持股及公司治理情形，應確實遵守資訊公開之相關規定。
Article 10 A securities firm shall respect the shareholders′ right to know.
With respect to the information of the financial conditions, operations, the insiders′ shareholdings, and corporate governance status in the company, a securities firm shall faithfully comply with the applicable regulations regarding the information disclosure.