Recitals
A.APRA is the national prudential regulator in Australia,
established on 1 July 1998 under the Australian Prudential
Regulation Authority Act 1998. APRA administers legislation
providing for the supervision of authorised deposit-taking
institutions (banks, building societies and credit unions),
general insurance and reinsurance companies, life insurance
companies, friendly societies and superannuation funds
authorised to operate in Australia.
B.The FSC is Taiwan's financial services and markets regulator,
whose authority is empowered by the Organic Act Governing the
Establishment of the Financial Supervisory Commission and
other applicable laws and regulations to supervise financial
services, financial products and financial markets.
C.The APRA and FSC wish to enter into this Exchange of Letters
to provide a basis for co-operation, including the exchange of
information and investigative assistance. The APRA and FSC
believe such co-operation will enable them to more effectively
perform their functions.

Definitions
1.In this Exchange of Letters, unless the context requires
otherwise:
"Authorities" means the APRA and FSC;
"requested Authority" means the Authority to whom a request is
made under this Exchange of Letters;
"requesting Authority" means the Authority making a request
under this Exchange of Letters;
"laws and regulations" means any law, rule, regulation or
requirement applicable in Australia and/or in Taiwan, and
where the context permits, includes:
(a)any law, regulation or requirement applicable in Australia
or Taiwan; and
(b)any rule, direction, requirement, guidance or policy made
or given by or to be taken into account by an Authority;
"administering" an applicable law, regulation or requirement
includes enforcing the same;
"permitted onward recipient" means an agency or authority
responsible for prosecuting, regulating or enforcing
applicable laws, regulations and requirements falling within
the areas of responsibility of the Authorities;
"person" means a natural person, legal entity, partnership or
unincorporated association;
"cross border establishment" means a branch, subsidiary or any
other banking and/or insurance/reinsurance entity or group
within one jurisdiction which falls under the consolidated or
group wide banking and/or insurance/reinsurance supervision
(or prospective supervision) responsibility of the other
jurisdiction (listed in Appendix 1). Cross-border
establishments include those where the APRA and FSC are both
host Authorities (no list will be maintained);
"insurance/reinsurance entity or group" means authorised (or
prospectively authorised) institution/group/ affiliate (or
parts thereof) whose activities include underwriting of
insurance or reinsurance and with operations supervised (or
prospectively supervised) by either Authority;
"banking entity or group" means authorised (or prospectively
authorised) institution/ group/ affiliate (or parts thereof)
whose activities include banking business and with operations
supervised (or prospectively supervised) by either Authority.

Purpose and principles
2.The purpose of this Exchange of Letters is to establish a
basis for co-operation, including the exchange of information
and investigative assistance, to:
(a)promote the safe and sound functioning of institutions and
groups in the Authorities' respective jurisdictions,
particularly cross border establishments;
(b)assist in the discovery of contraventions of laws and
regulations administered by the Authorities;
(c)assist in the enforcement of applicable laws and
regulations in the field of banking and insurance; and
(d)promote the fitness and propriety of directors, managers
and other responsible persons of regulated entities in the
countries of the Authorities.
3.This Exchange of Letters does not modify or supersede any laws
and regulations in force in, or applying to, Australia or
Taiwan. This Exchange of Letters sets forth a statement of
intent and accordingly does not create any enforceable rights.
This Exchange of Letters does not affect any other
arrangements.
4.The performance of the provisions of this Exchange of Letters
will be consistent with domestic laws, regulations and
conventions of the respective jurisdictions of the Authorities
and within the availability of the respective resources of the
Authorities. The performance of the provisions will not be
contrary to the public interests of the requested Authority.
5.To the extent permitted by the laws and regulations of
Australia and Taiwan, the Authorities will make reasonable
efforts to provide each other with information which is
discovered and which gives rise to a suspicion of a breach, or
anticipated breach, of the laws and regulations of the other
Authority's jurisdiction. The Authorities also acknowledge
that information that does not relate to a suspected breach,
or anticipated breach, of the laws and regulations of the
other Authority's jurisdiction may be provided.
6.The Authorities acknowledge that they may only provide
information under this Exchange of Letters if permitted or not
prevented under applicable laws and regulations. Any
information provided must be used for lawful supervisory
purposes.

Provision of Unsolicited Information
7.The Authorities may provide information, or arrange for
information to be provided, on a voluntary basis even though
no request has been made, including:
(a)information that would assist to promote the safe and sound
functioning of regulated entities or groups of the other
Authority; and/or
(b)information about major changes to their supervisory
structure, functions or policies, particularly those that
may have a significant bearing on the activities of cross
border establishments.
8.The Authorities intend to provide relevant information to each
other, in a timely manner, regarding any event that has the
potential to have a material adverse impact on the operations
of a cross border establishment (excluding those where the
APRA and FSC are host Authorities). Each will inform the other
of material administrative penalties imposed, or other formal
enforcement action taken against a banking or
insurance/reinsurance entity or group, or its management.
Prior notification of such action will be given as far as
practicable.

Requests for Assistance
9.If a request for assistance is made, each Authority will use
reasonable efforts to provide assistance to the other, subject
to its laws and regulations. Assistance may include for
example:
(a)providing information in the possession of the requested
Authority;
(b)confirming or verifying information provided to it for that
purpose by the requesting Authority;
(c)exchanging information on or discussing issues of mutual
interest;
(d)obtaining specified information and documents from persons
where to do so would further the supervisory functions of
the requested Authority;
(e)conducting inspections or examinations of regulated
entities where to do so would further the supervisory
functions of the requested Authority;
(f)helping to arrange, as far as reasonably possible, an
inspection or examination in the requested Authority's
jurisdiction. The requested Authority reserves the right to
accompany the requesting Authority on such an examination
or inspection; and
(g)permitting the representatives of the requesting Authority
to participate in the conduct of enquiries made by or on
behalf of the requested Authority pursuant to paragraph (e)
above.

Procedure for Requests
10.Requests for the provision of information or other assistance
will be made in writing and addressed to the contact person
of the requested Authority listed in Appendix 2. An urgent
request for assistance and a reply to such a request may be
made orally, provided it is confirmed in writing within ten
business days. To facilitate assistance, the requesting
Authority should specify in any written request:
(a)the information or other assistance requested;
(b)if information is provided by the requesting Authority for
confirmation or verification, the information and the kind
of confirmation or verification sought;
(c)the purpose for which the information or other assistance
is sought;
(d)to whom, if anyone, onward disclosure of information
provided to the requesting Authority is likely to be
necessary and the reason for such disclosure. In relation
to onward disclosure to a person who is not a permitted
onward recipient, the purpose such disclosure would serve
and the commitment of confidentiality the person would
offer;
(e)if the request for assistance is for the purpose of actual
or possible enforcement action, the matters set out in
clause 1 of Appendix 3; and
(f)any other matters specified by the requested Authority and
by the applicable laws and regulations in relation to the
requested Authority.

Assessing Requests
11.Each request for assistance will be assessed on a
case-by-case basis by the requested Authority to determine
whether assistance can be provided under the terms of this
Exchange of Letters and to the extent permitted by its
domestic laws and regulations. In any case where the request
cannot be fulfilled in part or whole, the requested Authority
will consider whether there may be other assistance which can
be given by itself or by any other authority in its
jurisdiction.
12.In deciding whether and to what extent to fulfil a request,
the requested Authority may take into account:
(a)whether the request conforms with this Exchange of
Letters;
(b)whether the request involves the administration of a law,
regulation or requirement which has no close parallel in
the jurisdiction of the requested Authority;
(c)whether broadly equivalent assistance would be available
from the requesting Authority;
(d)whether the provision of assistance would be so burdensome
as to disrupt the proper performance of the requested
Authority's functions;
(e)whether it would be otherwise contrary to the public
interest or the interest of the requested Authority's
jurisdiction to give the assistance sought;
(f)whether the communication of information might adversely
affect the security or public policy of the requested
Authority;
(g)if the request for assistance is for the purpose of actual
or possible enforcement action, the further matter set out
in clause 2 of Appendix 3;
(h)any other matters specified by the laws and regulations of
the requested Authority's jurisdiction (in particular
those relating to confidentiality and professional
secrecy, data protection and privacy, and procedural
fairness); and
(i)whether complying with the request may otherwise be
prejudicial to the performance by the requested Authority
of its functions.
13.The requested Authority may attach conditions to the use and
disclosure of any information provided or documents produced
under this Exchange of Letters.
14.The Authorities recognise that assistance may be denied in
whole or in part for any of the reasons mentioned in
paragraph 12 at the discretion of the requested Authority.
15.If the requested Authority believes that a request is not in
accordance with this Exchange of Letters, taking into account
the provisions of paragraph 12, it will promptly inform the
requesting Authority of the reasons for its refusal.

Enforcement Matters
16.The further provisions set out in Appendix 3 will apply in
relation to actual or possible enforcement matters.

Costs
17.If the cost of fulfilling a request is likely to be
substantial, the requested Authority may, in return for
acknowledging that it will give assistance under this
Exchange of Letters, require the requesting Authority to make
a contribution to costs.

Confidentiality
18.The assistance or information will be provided under this
Exchange of Letters by the Authorities for the purposes of
assisting each other in the performance of their regulatory
functions relevant to the scope of this Exchange of Letters.
To the extent permitted by laws and regulations, each
Authority will keep confidential:
(a)any request for information made under the Exchange of
Letters;
(b)any matter arising in the course of its operation; and
(c)any information passed under this Exchange of Letters.
19.The requesting Authority will endeavour to comply with any
restrictions or conditions on the use of information that are
mutually determined when the information is provided.
20.The requesting Authority will notify the requested Authority
if it proposes to disclose information provided under this
Exchange of Letters to a permitted onward recipient. Subject
to paragraph 21, the requesting Authority will obtain the
prior written consent of the requested Authority to disclose
information to a person other than a permitted onward
recipient. In all cases, the requesting Authority will obtain
an undertaking from the relevant third party (including a
permitted onward recipient) that it will keep the information
provided by the requesting Authority confidential in
accordance with the terms of this Exchange of Letters.
21.Where compelled by law or a court order to disclose
information received under this Exchange of Letters, the
Authority receiving the demand will promptly notify the
Authority that supplied the information of the demand. If
required by the Authority that supplied the information, the
other Authority will assert such appropriate legal exemptions
or privileges with respect to that information as may be
available or otherwise seek to preserve the confidentiality
of the information.
22.Where the requesting Authority intends to use the information
furnished for any purpose other than for which it was
provided, the requesting Authority must obtain the prior
written consent of the requested Authority. If the requested
Authority consents to the use of the information for other
purposes it may attach conditions to the use of the
information. If the requested Authority does not consent to
the use of information for purposes other than for which it
was provided, the Authorities will discuss the reasons for
the refusal and the circumstances in, or conditions under,
which the use of the information might otherwise be allowed.

Consultation
23.The Authorities will keep the operation of this Exchange of
Letters under review and will consult when necessary with a
view to improving its operation and resolving any matters.
24.Where the specific conduct set out in the request for
assistance may constitute a breach of the laws and
regulations in both the jurisdiction of the requesting and
the requested Authorities, the relevant Authorities will
consult to determine the most appropriate means for each
Authority to provide assistance.

Contact Points
25.All initial communications between the Authorities should be
between the points of contact in Appendix 2 unless otherwise
mutually determined.

Commencement and Termination
26.This Exchange of Letters will take effect between the
Authorities from the date on which both Authorities receive a
letter acknowledging the consent of the other Authority to
the Exchange and will continue to have effect unless
terminated by either Authority giving 30 days advance written
notice to the other Authority. If either Authority gives such
notice, this Exchange of Letters will continue to have effect
with respect to all requests that were made before the
effective date of notification until the requesting Authority
terminates the matter for which assistance was requested.
27.After termination, paragraphs 18 to 22 shall continue to
apply to any information provided under this Exchange of
Letters.