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董事會 董事会 Yuanta Board

On June 16, 2016, the Company convened the 2016 Annual Meeting of Shareholders to elect the seventh term board of directors (including independent directors). The directors serve a term of three years, from June 16, 2016, through June 15, 2019. All directors were re-elected. The board of directors is comprised of of 9 directors and 4 independent directors. All 13 are male, with an average age of 63. There are no age restrictions for serving on the board of directors, and there are no separate executive directors. The members of the Company’s board of directors have professional backgrounds and rich experience in the worlds of finance, industry, and academia.

The chairman of the Company Board is Mr. Wang Rong-Jou, and the president is Mr. Tony Shen. The board meets at least once each month, and in 2016 met a total of 17 times with an average attendance rate of 94%, meaning that the majority of directors and independent directors attended each meeting in person. Those who are for any reason unable to attend must commission other directors to represent them in accordance with Company regulations. The “Scope of Duties for Board Members of Yuanta” clearly lays out the primary duties and responsibilities of directors, while those of governance divisions, senior executives and basic staff are clearly laid out in the “Division of Authority and Responsibilities” and the “Hierarchical Chart of Responsibilities”, putting in place a comprehensive, hierarchical system of internal authorization.

Independent directors account for 31% of board members, with their role and function regarding both the Board and the Company’s operations are clearly laid out in the “Scope of Duties for Independent Directors”.

董事年齡分布 董事年龄分布 Age Distribution of Directors
成員名單 成员名单 Board Members
Rong Jou Wang
Chairman
Master's in Law, National Chung Hsing University
現職 现职 Current Positions
  • Bankers Assoc. of Taipei, Chairman
  • Chinese (Taiwan) Society of Int'l Law, Chairman
  • Chinese Tax Research Assoc., Chairman
  • Nat'l Credit Card Center of R.O.C., Director
  • Taiwan External Trade and Development Council, Director
經歷 经历 Experience
  • Hua Nan FHC, Chairman
  • Mega FHC and Mega Bank, Chairman
  • Yuanta Bank, Chairman, Vice Chairman
  • Taiwan Asset Management Corp., Chairman
  • Taiwan Business Bank, Chairman
  • MoF, Administrative Deputy Minister
  • Bankers Association of the R.O.C., Executive Director
  • Taiwan Academy of Banking and Finance, Director
  • Taiwan External Trade and Development Council, Supervisor
Sou Shan Wu
Independent Director
Ph.D. from the University of Florida
現職 现职 Current Positions
  • Yuanta Securities, Independent Director
經歷 经历 Experience
  • Taipei Exchange, Chairman
  • Securities and Futures Institute, Chairman
  • Chang Gung University School of Management, Professor, Dean
  • NCTU Management Science Dept., Chair, Dean, Professor
  • Hua Nan Bank, Managing Supervisor
  • Hua Nan Financial Holdings, Supervisor
Ming Ling Hsueh
Independent Director
Master's in Accounting, Soochow University / MBA, Bloomsburg University of Pennsylvania
現職 现职 Current Positions
  • Yuanta Bank, Independent Director
  • LITE-ON Technology Corp., Independent Director
  • Walsin Lihwa Corp, Independent Director
  • TTY Biopharm, Independent Director
經歷 经历 Experience
  • PwC Taiwan, Director
  • Tsing Hua University, Adjunct Professor
  • R.O.C. Prof. & Tech. Examinations Committee, Member
  • Taiwan Corp. Gov. Assoc., Executive Director
Lai Ping Chi
Independent Director
Master's in International Relations, University of Chicago
現職 现职 Current Positions
  • Mazarine Asia Pacific, Chairman
  • Airmate (Cayman) Int'l Co., Independent Director
  • Yuanta Life, Independent Director
經歷 经历 Experience
  • Sony Life Insurance Co., Ltd., Greater China CEO
  • MetLife (U.S.) Int'l Dept., Deputy CEO
  • Sino-US MetLife, Managing Director
  • MetLife Hong Kong, Chairman
  • MetLife Taiwan, General Manager
Yin Hua Yeh
Independent Director
Ph.D. in Finance, National Taiwan University
現職 现职 Current Positions
  • Chiao Tung University, Graduate Professor of Finance
  • Yuanta Bank, Independent Director
  • Yuanta Life, Independent Director
  • Stabilization Fund Management Committee, Member
  • National Development Fund, Member
  • Taipei Exchange, Supervisor
  • Securities & Futures Institute, Director
  • Taiwan Insurance Guaranty Fund, Director
  • Taiwan Corp. Gov. Assoc., Executive Director
經歷 经历 Experience
  • Financial Supervisory Commission, Commissioner
  • Fu Jen University Graduate School of Finance, Chair
  • Corp. Gov. Research Center, Director
  • Special Committee on Corp. Gov. Reform, Committee Member
  • Financial Restructuring Fund, Vice-Head of the Valuation Division
  • Taiwan Stock Exchange, Resident Supervisor
  • Listed and OTC Company Review Committee, Member
  • Securities and Futures Investors Protection Center, Director
  • Taiwan Corp. Gov. Assoc., Vice Chairman
  • Central Deposit Insurance Corp., Advisory Committee Member
Tony Shen
Director
現職 现职 Current Positions
  • Yuanta FHC, President
  • Yuanta Securities, Director
  • Yuanta Foundation, Director
經歷 经历 Experience
  • Yuanta FHC, Chairman, Vice Chairman
  • Yuanta Securities, Chairman
  • Yuanta Sec. Asia Financial Services, Vice Chairman
  • Yuanta Securities (HK), Chairman
  • Yuanta Core Pacific Securities, President, EVP
Wei Chen Ma
Director
University of Southern California
現職 现职 Current Positions
  • Yuanta Bank, Director
  • Yuanta Life, Director
  • Yuanta Construction, Director
  • Yuan Hung Investment, Director
  • Yuan Hsiang Investment, Director
  • Yuanta Foundation, Chairman
  • Asia University Museum of Modern Art, Director
  • ITB, World Trade Center Co., Director
  • Taiwan Stock Exchange, Director
  • Hsinchu Glass Works, Director
  • Yuanta International Investment
經歷 经历 Experience
  • Yuanta FHC, Chief Executive Vice President
  • Yuanta Bank, Vice Chairman
  • SYSPower, CEO
  • Yuanta Core Pacific Securities, Director
  • Hisnchu Glass Works, Chairman
  • Yuanta Construction Development, Director
Tony Fan
Director
Ph.D., University of Cambridge
現職 现职 Current Positions
  • Yuanta Bank, Chairman
經歷 经历 Experience
  • Taiwan High Speed Rail Corp., Chairman
  • Taiwan Futures Exchange Corp., Chairman
  • TransAsia Airways Transport Co., Ltd., Chairman
Hsien Tao Chiu
Director
Bachelor's Degree, Southwestern University
現職 现职 Current Positions
  • Yuanta Bank, Director
  • Yuanta Futures, Director
  • Taiwan Yi He International, Chairman
  • Fiat International, Chairman
  • Kandlee Trading, Chairman
  • Guan Ya Investment, Chairman
  • Chenlong Motors, Director
  • Yi Ho Motors, Chairman
  • Feng Lung Motors, Director
經歷 经历 Experience
  • Taichung Securities, Chairman
  • Asia Pacific Bank, Managing Director
  • Asia Pacific Investment Trust, Director
  • Asia Pacific Leasing, Director
  • Fu An Insurance Agent, Director
Jin Long Fang
Director
Chia-Yi Senior Commercial Vocational School
現職 现职 Current Positions
  • Yuanta Bank, Director
  • Yuan Kun Development, Director
經歷 经历 Experience
  • Li Ching Industry, Chairman
  • Yuanta Core Pacific Securities, Director
  • Yuanta United Steel Corp., Chairman
  • Yuan Kun Development, Chairman
Yueh Tsang Lee
Director
Bachelor's Degree, Toyo University (Japan)
現職 现职 Current Positions
  • Hong Kong Yong Tong Int'l Investment and Trade Co., Chairman
  • Yuan Kun Development, Director
經歷 经历 Experience
  • Dafa Securities, Chairman
  • Yuanta Core Pacific Securities, Director
  • Yuanta Financial Holdings, Director
Ming Hong Ho
Director
M.B.A., University of Washington
現職 现职 Current Positions
  • Yuanta Securities, Chairman
  • Yuanta Foundation, Director
  • Taiwan Securities Assoc., Vice Chairman
  • Taipei Exchange, Director
  • Taiwan Financial Services Roundtable, Director
  • Kwang Fong Industries, Director
經歷 经历 Experience
  • Yuanta Futures, Chairman
  • Yuanta Bank, Director
  • Polaris Securities, Director
  • International Bills Finance Corp.,Director
  • Waterland Financial Holdings, Director
  • Taiwan Futures Exchange, Director, Supervisor
  • Chinese National Futures Association, Chairman
Chung Yuan Chen
Director
KaiNan Vocational High School
現職 现职 Current Positions
  • Yuanta Bank, Director
  • Trilogy Int'l Develop Co., Director
  • Residence of the Summit, Supervisor
  • Jiao Hsiou Temple, Chairman
經歷 经历 Experience
  • Taiwan Power Company, Managing Director
  • Executive Yuan of the R.O.C, Advisor
Directors

Yuanta Financial Holdings has a set Director Selection Process which lays out in detail the qualifications and abilities expected of board members, how candidates are nominated and elected, how votes are tallied, electoral matters, and how elected candidates are informed. Additionally, in consideration of the makeup of the Board of Directors, no more than half of the directors may have a spousal or second-degree familial relationship with any other director(s). The Director Selection Process lays out the skills directors are expected to have in nine areas, including operational decision-making, business management, crisis management, industry knowledge, international market observation, and risk management. The members of the board are also 100% equipped with the knowledge, skills, and personal qualities needed to carry out their duties.

Procedures of Director Election
Independent Directors

Yuanta’s director (and independent director) elections have a set nomination system in which shareholders holding 1% or more of the Company’s total shares, as well as the board of directors must submit a list of director nominations. After being reviewed by the board to ensure that candidates meet all necessary conditions, a final list of nominees is submitted to the shareholders meeting for approval. Independent directors make up 31% of board members, with their role and functions regarding both the Board and the Company’s operations are clearly laid out in the “Scope of Duties for Independent Directors”.

In addition to attending regular board and Audit Committee meetings, each independent director also meets with corporate leadership and both departmental and office managers to go over issues regarding corporate governance or business development in hopes of ensuring maximum effectiveness through the harnessing of the skills and assistance of management. In order to spur operational efficiency and business decisions & plans, the Company not only provides each independent director with their own dedicated office and equipment, but also a personal secretary to assist in the timely administration of affairs. Additionally, independent directors personally visit the Company several times each week, investing considerable time reading through meeting minutes and making appointments with managers to gain a deeper knowledge of the Company's financial, accounting, auditing, and risk control affairs and the overall situation of the Company.

Independent Director Election Information Scope of Duties for Independent Directors
Board of Directors and Functional Committees Performance Evaluation Process

In order to improve the performance of its Board of Directors, Yuanta Financial Holdings has established the “Guidelines for Self-Assessment for Board of Directors and Functional Committees”. Each year, by means of a questionnaire, the directors independently fill out an assessment. Additionally, at least once every three years, the Company commissions an external, independent organization or academic experts to conduct a review of the board and functional committees and draft an improvement plan, the results of which are then reported to the board as a whole.

Board of Directors and Functional Committee Self-Assessment Results Board of Directors Diversity Policy Status
Guidelines for the Selection and Services of Investment Directors and Supervisors

To facilitate proper management of investment matters, the Company has set the “Guidelines for the Selection and Services of Investment Directors and Supervisors”. This is aimed at improving coordination between the Company and directors & supervisors involved in investment matters, and protecting our investments through stronger management.

When directors or supervisors are assigned to investment matters by the Company, their qualifications and concurrent service should be verified as being in compliance with relevant legislation through the “Eligibility Checklist for Directors and Supervisors” and the “Stakeholder System Search Results”. The person being appointed, the Company to which they are being appointed, and any others directly involved, should be made familiar with this in order to facilitate declarations to the competent authorities and other matters related to the task at hand.

歷年董事會決議事項 历年董事会决议事项 Historical Board Resolutions
June 27, 2018 - Twenty-ninth meeting of the 7th term board of directors
  1. Approved amendments to the Company's Work Rules.
  2. Approved amendments to the Company's Regulations Governing Concurrent Responsibilities in Subsidiaries for Employees and their Evaluations.
June 15, 2018 - Twenty-eighth meeting of the 7th term board of directors

Approved the setting of the ex-dividend date and the payment date for the Company’s common share cash dividends and preferred share dividends.

May 23, 2018 - Twenty-seventh meeting of the 7th term board of directors
  1. Approved amendments to the Company's Fund Management Practices.
  2. Approved the issuance of the 2018 Unsecured Corporate Bonds of Yuanta Financial Holdings.
  3. Approved the setting of the Company's respective risk limits for 2018.
  4. Approved amendments to the Company's Legal Compliance System Implementation Guidelines.
  5. Approved amendments to the Company's Training Guidelines for the Board of Directors.
  6. Approved amendments to the Company’s Regulations Governing Concurrent Responsibilities in Subsidiaries for Employees and their Evaluations.
April 25, 2018 - Twenty-sixth meeting of the 7th term board of directors

Approved important items relating to the Company's financial management (the implementation of the Company's 18th share buyback).

March 28, 2018 - Twenty-fifth meeting of the 7th term board of directors
  1. Approved the Company’s 2017 Annual Report.
  2. Approved the Company's 2017 consolidated financial statements.
  3. Approved the Company’s 2017 earnings distribution plan.
  4. Approved draft amendments to the Company's Articles of Incorporation.
  5. Approved the Company’s 2017 statement on the Internal Control System.
  6. Approved the Company's 2017 compensation for employees.
  7. Approved the Company's 2017 compensation for directors.
March 7, 2018 - Twenty-fourth meeting of the 7th term board of directors
  • 1. Approved the Company's 17th repurchase and cancellation of treasury shares and a capital reduction.
  • 2. Approved the setting of the time and date of the 2018 shareholders' Annual General Meeting to be at 9:00 a.m. on
        June 15 (Friday).
  • 3. Approved the setting of the review standards and processes for accepting proposals at the 2018 shareholders'
        Annual General Meeting.
January 31, 2018 - Twenty-third meeting of the 7th term board of directors
  • 1. Approved amendments to the Company's Corporate Governance Guidelines.
  • 2. Approved amendments to the Company’s Work Rule and Personnel Management Rules.
  • 3. Approved amendments to the Company’s Education and Training System and Procedures.
  • 4. Approved Company subsidiary Yuanta Life’s purchase procedures for construction of an office location at land
       owned by Yuanta Life in Zhongshan District, Taipei.