重塑我國永續治理法制—以永續資訊揭露規範為中心

Abstract

正當金融監督管理委員會（下稱「金管會」）在為我國2023年在亞洲公司治理協會評鑑表現優異而慶祝之際，我國發生了近年最嚴重的工安意外。而更令人震驚的是，事發公司不只有編製永續報告書，還撰寫得好似業界的榜樣。依此，本文旨在釐清背後的原委，並透過比較法的借鏡，以及實證研究我國上市公司遵循永續資訊揭露規範的情形來抽絲剝繭出我國永續資訊揭露制度的缺失與困境。最後，在此基礎上提出本文的改善建議。

本文首先透過探究歐盟的永續資訊揭露法制，以了解影響我國乃至於全球永續資訊揭露制度發展的歐盟是如何設計其永續資訊揭露規範來帶領世界邁向永續治理。此外，本文亦探討了我國鄰國韓國的永續資訊揭露制度，而雖然我國的制度發展並沒有受其影響，但考量到我國與韓國同屬出口導向的經濟體，且又是繼受法制的國家，因此其如何因應國際局勢而設計其制度值得我國參考，是故一併介紹了其永續資訊揭露規範與發展。

回到我國，我國的永續資訊揭露制度是由金管會督導下的公司治理報告書與永續報告書所組成。本文嘗試透過查閱上市公司於2023年申報的永續報告書來了解我國永續資訊揭露制度近幾年的推動成果。而本文研究後發現我國上市公司有選擇複數的揭露規範和直接採用國際非政府組織的永續資訊揭露規範的情形。另外，尚有未確實履行我國永續資訊揭露規範的狀況。而究其根本，本文認為跟我國主管機關未思考立法目的以及未善用原有機制有關。是以，本文最後指出，我國金管會未來應清楚地劃分公司治理報告書與永續報告書，且應依循國際非政府組織的揭露規範。此外，本文復建議可以透過金管會和原有的證券投資人及期貨交易保護中心來督促公司確實地揭露其永續資訊。

As the Financial Supervisory Commission (hereinafter “FSC”) was celebrating Taiwan’s outstanding performance in the 2023 Asian Corporate Governance Association’s corporate governance report, Taiwan experienced one of the most severe workplace accidents in recent years. More shockingly, the company involved not only prepared sustainability report but also positioned itself as a model for the industry. In light of this, this thesis aims to uncover the underlying causes by drawing insights from comparative law and conducting an empirical study on Taiwanese listed companies’ compliance with sustainability disclosure regulations. After identifying the shortcomings and dilemmas of Taiwan’s sustainability disclosure system, this thesis concludes by proposing improvement based on the above findings.

The thesis first explores the EU’s sustainability disclosure framework to understand how the EU, which has influenced the development of sustainability disclosure systems in Taiwan and around the world, has designed its sustainability disclosure regulations to lead the world towards sustainable governance. In addition, this thesis also discusses the sustainability disclosure system of Taiwan’s neighbor, South Korea. Although Taiwan’s system development has not been influenced by it, considering that Taiwan and South Korea are both export-oriented economies and derivative law countries, it is worth exploring how South Korea designed its system in response to the international situation. Therefore, this thesis also delves into South Korea’s sustainability disclosure regulations and its development.

With regard to Taiwan, Taiwan’s sustainability disclosure system is composed of corporate governance reports and sustainability reports, which were established under the supervision of FSC. In order to understand the progress made by the system, this thesis also reviews the sustainability reports submitted by listed companies in 2023. The study reveals that Taiwanese listed companies tend to choose multiple reporting frameworks and directly adopt sustainability disclosure regulations established by international non-governmental organizations. In addition, there are still cases where companies do not fully comply with Taiwan’s sustainability disclosure regulations. This thesis argues that this is related to the fact that Taiwan''s regulatory authorities have not considered the legislative purpose and have not made good use of the existing mechanisms. This thesis therefore points out that the FSC should clearly distinguish between corporate governance reports and sustainability reports in the future, and compaies should report in adherence to sustainability disclosure regulations established by international non-governmental organizations. In addition, it also suggests that the FSC and existing Securities and Futures Investors Protection Center can help ensure companies disclose their sustainability information accurately.