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董事會 董事会 Yuanta Board

On June 14, 2019, the Company convened the 2019 Shareholders’ Annual General Meeting and conducted the election for the eighth term of the board of directors (including independent directors). The directors shall serve a term of three years, from June 14, 2019 to June 13, 2022, and may be eligible for re-election. The eighth term of the board of directors is comprised of five (5) directors and four (4) independent directors. All nine (9) directors are male, with an average age of 61. Directors serve an average term of three years. Independent directors account for 44% of the board members, and there are no separate executive directors. The members of the Company’s board of directors have professional backgrounds in the fields of finance, securities, banking, life insurance, industries and academia. They possess rich practical experience and professional capability in law, financial supervision, international business operation, merger and acquisition, international taxation, capital planning, and corporate governance, which are helpful in raising the decision-making quality of the board and enhancing internal supervision as well as beneficial to the demonstration of the corporate value and performance of the Company.

The chairman of the Company is Mr. Tony Shen, and the president is Mr. Chien Weng. The board meets at least once each month. By board resolution on December 25, 2019, the Rules and Procedures of Board Meetings was amended to explicitly stipulate that the annual board meeting attendance rate for board members shall exceed 80% (excluding by proxy) and that the director’s performance evaluation shall factor in the attendance rate. In 2019 the board met a total of 16 times with an average attendance rate of 98% and the attendance rate for individual member exceeded 80%.

The Company’s Scope of Duties for Directors clearly stipulates 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. The Scope of Duties for Independent Directors further stipulates the primary duties and responsibilities of independent directors with the aim that independent directors can fully exercise their function towards the board and the operation of the Company.

To further enhance the directors’ competency and improve the operation of the board of directors, the Company takes active actions to ensure the implementation of corporate governance. In the area of Corporate Governance Roadmap, continuing education for directors are organized every year to continually improve their professional skills and legal literacy, build on their distinguished qualities and decision making capabilities and increase exchange of ideas and experiences. According to the Procedures for Handling Material Internal Information, the directors are to attend training on insider trading prevention and related laws and regulations at least once a year.

The Company arranged many training programs for the continuing education of directors. In 2019, the internal courses included “Sustainable Development Strategies for Financial Industry and Study on Yuanta’s Designation to DJSI” on May 24, “Anti-Money Laundering Regulations and the Latest Developments” on July 11, “Case Studies: Anti-Money Laundering and Insider Trading Prevention” on August 5, and “Pros and Cons of Digital Finance Developments” on September 3, covering operational strategies to sustainable development, anti-money laundering regulations, insider trading case studies, and digital finance developments. External training included Taiwan Stock Exchange’s 2019 seminar on Regulations on the Shareholdings of the Insiders, where the directors are updated with the latest regulations.

Education and professional background of the candidates nominated for the 8th term board of directors
成員名單 成员名单 Board Members
Tony Shen
Chairman
現職 现职 Current Positions
  • Yuanta Securities, Director
經歷 经历 Experience
  • Yuanta FHC, Vice Chairman, President
  • Yuanta Securities, Chairman
  • Yuanta Sec. Asia Financial Services, Vice Chairman
  • Yuanta Securities (HK), Chairman
  • Yuanta Core Pacific Securities, President, EVP
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
  • Taiwan Corp. Gov. Assoc., Executive Director
經歷 经历 Experience
  • PwC Taiwan, Director
  • Tsing Hua University, Adjunct Professor
  • National Taiwan University of Science and Technology, Adjunct Professor
  • R.O.C. Prof. & Tech. Examinations Committee, Member
  • Financial Literacy and Education Association, Chairman
Kuang Si Shiu
Independent Director
Master's Degree, University of Indiana
現職 现职 Current Positions
  • Yuanta Bank, Independent Director
經歷 经历 Experience
  • Mega FHC, Chairman, President
  • Mega Bank, Chairman, President
  • Hua Nan FHC, Chairman
  • Hua Nan Bank, Chairman
  • Land Bank, Chairman
  • Chiao Tung Bank, Executive Vice President, Manager, Deputy Manager
  • MoF Monetary Affairs Dept., Section Chief
  • MoF Taxation Administration, Assistant Auditor
  • Council for Economic Planning and Development, Researcher
Yin Hua Yeh
Independent Director
Ph.D. in Finance, National Taiwan University
現職 现职 Current Positions
  • Chiao Tung University, Institute of Finance, Dept. of Information Management and Finance, Professor
  • Yuanta Bank, Independent Director
  • Yuanta Life, Independent Director
  • Stabilization Fund Management Committee, Member
  • National Development Fund, Committee 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
  • Special Committee on Corp. Gov. Reform, Committee Member
  • Financial Restructuring Fund, Valuation Panel Member and Vice Convener
  • Taiwan Stock Exchange, Resident Supervisor
  • Listed Company Review Committee, Member
  • Securities and Futures Investors Protection Center, Director
  • Securities Investment Trust & Consulting Assoc. of the R.O.C., Non-Member Director
  • Taiwan Corp. Gov. Assoc., Vice Chairman
  • Financial Research Development Fund, Member, Vice Chairman
  • Central Deposit Insurance Corp., Premium Rate and Failing Insurers Advisory Committee Member
Hsing Yi Chow
Independent Director
Ph.D. in Business, Indiana University
現職 现职 Current Positions
  • National Chengchi University Department of Finance, Professor
  • Yuanta Securities, Independent Director
經歷 经历 Experience
  • Yuanta Polaris Securities, Independent Director
  • Taipei Exchange, Supervisor
  • Taiwan International Cooperation and Development Fund, Director
  • Uni-President Enterprises Corp., Independent Director
  • Polaris Securities, Independent Director
  • National Chengchi University, President, Dean, Associate Dean of College of Commerce, Chair of Dept. of Finance
  • Asian Finance Association, Vice President
  • Financial Restructuring Fund, Management Committee Member
  • Research, Development and Evaluation Commission, Member
  • Securities and Futures Investors Protection Center, Supervisor
  • Taipei Exchange, Director, Supervisor
  • Securities & Futures Institute, Director
  • Santa Clara University, Finance Assistant Professor
Wei Chen Ma
Director
University of Southern California
現職 现职 Current Positions
  • Yuanta Bank, Director
  • Yuanta Life, Director
經歷 经历 Experience
  • Yuanta Life, Vice Chairman
  • Yuanta FHC, Chief Executive Vice President
  • Yuanta Bank, Vice Chairman
  • Yuanta Core Pacific Securities, Director
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
  • Yanping High School, Director
  • Tung Hai Senior High School, Director
經歷 经历 Experience
  • Taiwan Power Company, Managing Director
  • Executive Yuan of the R.O.C, Advisor
  • Taipei City Friends of Firefighters Assoc., Chairman
  • ChangJia M & E Engineering Corp., Supervisor
Chao Kuo Chiang
Director
Ph.D., University of Hamburg
現職 现职 Current Positions
  • Yuanta Life, Chairman
經歷 经历 Experience
  • Yuanta Life, Vice Chairman
  • National Pension Supervisory Committee, Member
  • Taiwan Insurance Guaranty Fund, Chairman
  • National Taipei University Dept. of Law, Adjunct Professor
  • National Chengchi University Dept. of Risk Management and Insurance, Adjunct Professor
  • National Taipei University Law School, Dean
  • National Taipei University Law Department, Chair
  • Insurance Anti-Fraud Institute of the R.O.C., Chairman
  • Taiwan Insurance Institute, Chairman
  • Central Reinsurance Corp., Director
Daniel Y.M. Song
Director
Master's in Law, Columbia University
現職 现职 Current Positions
  • Yuanta AMC, Chairman
  • Lee and Li Attorneys-at-Law, Of-Counsel
經歷 经历 Experience
  • Lee and Li Attorneys-at-Law, Partner
  • New York State, Attorney
  • Taichung Dist. Prosecutors Office, Prosecutor
  • Ministry Of Justice, Prosecutor
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 44% 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 Independence Criteria for Independent Directors
Performance Evaluation of the Board and Functional Committees

The board approved the amendments to the Board and Functional Committees Evaluation Procedures (hereafter: "the Evaluation Procedures") on October 23, 2019.

In accordance to the Evaluation Procedures, the board and functional committees shall conduct performance evaluation of the board and functional committees every year according to the stipulated evaluation procedures and indicators. The evaluation results shall be completed before the end of first quarter of the following year.

The Company shall set the content of its board of directors evaluation after giving consideration to its operational status and relevant performance evaluation topics. At minimum, the evaluations shall cover the following five areas:
 1. Level of involvement in the Company's operations
 2. Increasing the strategic quality of the board of directors
 3. The composition and structure of the board of directors
 4. Director selection and continuing education
 5. Internal controls
The Board Members (Self and Peers) Evaluation shall, at minimum, cover the following six areas:
 1. Grasp of Company targets and duties
 2. Recognition of a director's responsibilities
 3. Level of involvement in the Company's operations
 4. Internal relationship management and communication
 5. Director professionalism and continuing education
 6. Internal controls
The Audit Committee shall, at minimum, cover the following five areas:
 1. Level of involvement in the Company's operation
 2. Recognition of the Audit Committee's responsibilities
 3. Increasing the decision quality of the Audit Committee
 4. The composition of the Audit Committee and member selection
 5. Internal controls
The Remuneration Committee shall, at minimum, cover the following five areas:
 1. Level of involvement in the Company's operation
 2. Recognition of the Remuneration Committee's responsibilities
 3. Increasing the decision quality of the Remuneration Committee
 4. The composition of the Remuneration Committee and member selection
 5. Internal controls
The Sustainability Committee shall, at minimum, cover the following five areas:
 1. Level of involvement in the Company's operation
 2. Recognition of the Sustainability Committee's responsibilities
 3. Increasing the decision quality of the Sustainability Committee
 4. The composition of the Sustainability Committee and member selection
 5. Internal controls
The Nominating Committee shall, at minimum, cover the following five areas:
 1. Level of involvement in the Company's operation
 2. Recognition of the Nominating Committee's responsibilities
 3. Review and decision of nominations
 4. Increasing the decision quality of the Nominating Committee
 5. The composition of the Nominating Committee and member selection
 6. Internal controls

The evaluations conducted by the Company shall be carried out in the form of internal questionnaire, where the units responsible for administering the evaluations shall collect information relating to the activities of the board of directors and functional committees and distribute the following documents for the relevant party receiving evaluation to complete: "Board of Directors Performance Evaluation Self-Evaluation Questionnaire", "Board Members (Self and Peers) Evaluation Questionnaire", "Audit Committee Performance Evaluation Self-Evaluation Questionnaire", "Remuneration Committee Performance Evaluation Self-Evaluation Questionnaire", "Sustainability Committee Performance Evaluation Self-Evaluation Questionnaire", "Nominating Committee Performance Evaluation Self-Evaluation Questionnaire" and other forms as necessary. After the completed forms are collected back, the units responsible for administering the evaluations shall compile the evaluation results based on the respective grading standards for the evaluation indicators and shall, after reporting to Nominating Committee, deliver the results in an evaluation report to the board of directors to make the improvements on performance.

The Company’s performance evaluation results of its board of directors shall be provided to the Nominating Committee as reference for director selection and nomination. The evaluation results of each board member shall be provided to the Remuneration Committee as reference for setting the remuneration for the board member.

To increase the effectiveness of the board, in accordance to the Evaluation Procedures, the Company's board of directors shall undergo evaluation by an external independent organization or external professional experts or academics at least once every three years. The selected external evaluation organization or external team of professional experts and academics to conduct the performance evaluation on the board of directors shall be professional and independent, an organization or management consulting firm which provides training courses related to the board of directors or other services to improve corporate governance, and shall consist of at least three experts of academic scholars in fields related to board of directors or corporate governance, which shall evaluate the execution of board of directors performance evaluation and prepare the evaluation analysis report as well as report to the board with evaluation results and improvement plan.

In end of 2018, Taiwan Corporate Governance Association (TCGA) was commissioned to conduct performance evaluation of the board for the period from 2017/11/1 to 2018/10/31. The evaluation is conducted through questionnaire and onsite visit by three experts assessing the board in eight areas, which include board composition, guidance, authorization, supervision, communication, internal control and risk management, self-discipline, and other board meeting and supporting system issues, covered using 38 indicators. TCGA and the experts conducting the evaluation are independent from the Company and have presented the evaluation report on January 16, 2019. The results have be reported to the board on March 6, 2019 and are used as reference to enhance the function of the board. The general comments and recommendations from TCGA and the Company’s improvement plans are as follows:

TCGA comments:

  1. Yuanta FHC elevated the level of Integrity Management Committee by replacing it with Sustainability Committee, demonstrating Yuanta’s commitment and support toward corporate social responsibility and sustainability related issues.
  2. Yuanta FHC recognizes the importance of independent directors and values their constructive comments. The following are examples of positive responses to individual independent director’s comment:
    .Elevating the level of Integrity Management Committee to Sustainability Committee
    .Changing the appointment of main subsidiary’s audit officer
  3. Yuanta FHC has established a system for evaluating the performance of its board of directors, which provides for the evaluation to be conducted on an annual basis and every three years to be conducted by an independent external organization, fully demonstrating the accountability of the board to its stakeholders as well as a benchmark to managerial teams.
  4. Yuanta FHC places much attention to the selection of the board members as well as providing appropriate support, encouragement, and assistance to directors, enabling directors to contribute their expertise.
TCGA recommendations:
  1. Yuanta’s current term of board of directors (elected in 2016) is comprised of 13 members, four of which are independent directors and the remaining nine directors are corporate representatives. It is recommended that Yuanta reduces the number of directors who are corporate representatives and increase the number of external directors or independent directors, increasing the independence of the board.
  2. Yuanta has an established board evaluation system in place and conducts evaluation regularly. It is recommended that Yuanta regularly review and adjust the content of evaluation as well as consider if the results can clearly show the variations and changes in quantity and quality, so that proper comparison, review and improvements can be made.
Improvement plans:
  1. The Company conducted the election for the eighth term board of directors in the Shareholders’ Annual General Meeting held on June 14, 2019. The elected eighth term board of directors is comprised of 9 members (including 4 independent directors), out of which 6 seats are occupied by natural person directors, accounting for 67% of board members, while independent directors account for 44% of board members.
  2. In October 2019, this Company, through the remuneration committee and board of directors, reviewed and amended the performance evaluation procedures of the board of directors and functional committees of this Company based on the Taiwan Stock Exchange’s reference model and this Company’s actual operation. The scope covers individual directors and various functional committees, and the evaluation scale option of the evaluation items has been revised from “Yes/No” to 5 levels. The evaluation results can clearly show the differences and changes in quantity and quality, which can improve the effectiveness of the board of directors and raise the level of corporate governance.

Board of Directors and Functional Committee Self-Assessment Results Board of Directors Diversity Policy Status
Succession Planning

This Company employs a candidate nomination system to elect directors. The Nominating Committee shall nominate candidates according to the number and qualifications of the directors to be elected for the term. After the board of director approves the candidate nomination, the candidates are combined with the nominees recommended by the shareholders to be put to a vote in the shareholders’ meeting.
For the succession planning of the board members, in addition to compliance with legal requirements, this Company shall seek out suitable candidates with the required diverse backgrounds covering professional knowledge, skills, experience, and gender, as well as the standard of independence, based on the Company’s development direction and medium-to-long-term strategic goals. Besides being equipped with a diversified range of knowledge and skills (such as law, accounting, industry, finance, marketing, or technology) and industry-related experience, the succession candidates shall have a comprehensive competency in operational judgement, accounting and financial analysis, business management (including subsidiary management), crisis handling, industry knowledge, international market, leadership, decision making, and risk management knowledge and capability.
In consideration of the positioning of the professional directors of the board of a financial holdings company and the Company’s operational and strategic development, the board members shall not only be equipped with the aforementioned abilities but also have the ability to advance the Company’s core business and medium-to-long-term development strategies as well as enhance corporate governance in order to fully execute the capacity of the board in decision making and overseeing the Company.
The key management staff and functional heads of this Company also attend board and other related meetings. They are not only familiar with the operations of these meetings, but also have significant understanding and competency in the Company’s strategy formulation and development, internal control and legal compliance supervision and execution, and risk control and response.
The directors of this Company and its subsidiaries are all equipped with appropriate professional knowledge and skill set as well as industry-related experience, and through appointment as directors of the various subsidiaries, they engage in supervision and management of the development planning, internal control, legal compliance and risk control, enhancing their overall management capability.
This Company conducts an annual performance evaluation on its directors and the directors of its subsidiaries. In addition, internal evaluation of the senior management staff on their performance targets is also conducted by each company, which may be used as a reference in selecting succession candidates for directors.
This Company’s director succession planning employs not only the recruitment of professionals from outside of the Company but also cultivates internal directors, directors of subsidiaries, and senior management staff as succession candidates in preparation for director succession, balancing “professionalism” with “heritage,” which in turn establishes a solid foundation for sustainability. This Company re-elected the entire board of directors on June 14, 2019. The former chairman, Mr. Rong Jou Wang, handed the chairmanship over to the former president, Mr. Tony Shen, as a concrete realization of the succession planning of the board.

Guidelines for the Selection, Services, and Assessment of Investment Directors and Supervisors

To facilitate proper management of investment matters, the Company has set the “Guidelines for the Selection, Services, and Assessment 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
July 29, 2020 - Eighteenth Meeting of the 8th Board of Directors
  1. Approved the issuance of new shares for converting the Company’s 2019 earnings into capital and setting of the base date for stock dividend distribution and base date for issuance of the new shares
May 22, 2020 - Sixteenth Meeting of the 8th Board of Directors
  1. Approved the amendments to the Company’s “Rules and Procedures of Board Meetings”.
March 23, 2020 - Fourteenth Meeting of the 8th Board of Directors
  1. Approved the Company’s proposal for the distribution of 2019 earnings.
  2. Approved the Company’s issuing of new shares from converting earnings to increase capital in 2019.
  3. Approved the budget for the construction of the head office building of Yuanta Bank, a subsidiary of the Company.
  4. Approved the amendments to the agenda of the 2020 annual general meeting of shareholders.
  5. Approved the change of positions of the Company's accounting management personnel and chief accountant.
February 26, 2020 - Thirteenth Meeting of the 8th Board of Directors
  1. Approved the setting of the time and date of the 2020 Shareholders' Annual General Meeting to be at 9:00 a.m. on June 9 (Tuesday).
  2. Approved the purchase of the directors, supervisors, and officers liability insurance (D&O) for this Company and its subsidiaries.
  3. Approved amendments to the Company’s “Rules and Procedures of Shareholders Meetings”.
  4. Approved amendments to the Company’s “Rules and Procedures of Board Meetings”.
  • To effectively implement corporate governance, improve the support the company gives its directors to execute their duties, ensure proper functioning of the board of directors, and in accordance with regulatory authorities' new Corporate Governance Roadmap policy, the company has established a position of corporate governance officer, to be filled by the Chief Secretary of the Board of Directors. Furthermore, to comply with the latest change in “Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers”, the position is adjusted as head of corporate governance by board resolution on March 6, 2019. The Chief Secretary shall meet the professional requirements of having served as a supervisor in administrative areas such as legal affairs, financial affairs, stock-related affairs, and meeting management, as well as in corporate governance related affairs in financial institutions and listed companies for over three years.

  • Yuanta FHC's Chief Secretary of the Board of Directors has long been responsible for board meeting procedures, legal compliance, and other matters related to corporate governance. To ensure the successful implementation of this policy, Yuanta has appointed Chief Secretary and Senior Vice President Lawrence Lee as head of corporate governance, who is to concurrently assume as head of corporate governance of Yuanta Securities starting from June 1, 2019.

  • The main responsibilities for head of corporate governance shall include providing directors (including independent directors) with the data needed to perform their duties, assisting them in legal compliance, and handling affairs related to Board meetings and shareholders’ meetings in accordance with relevant laws to protect shareholder equity and enhance Board functionality.

  • In 2019, the key tasks are executed are:
    1. Assist the Board in establishment of the Nominating Committee in accordance with relevant laws and formulate its operating procedures.
    2. Handle affairs related to 2019 AGM
    3.  (1). Coordinate various departments to handle the affairs related to the meeting in accordance to Articles of Incorporation and Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies.
       (2). Assist in the proceedings to ensure smooth Board re-election process in 2019 AGM.
    4. Oversee the amendments to major internal policies, including amendments to the Company charter.
    5. Conduct the affairs related to Board meetings and functional committee meetings, enhancing compliance to meeting procedures and recusal requirements.
    6. Handle the affairs related to directors’ continuing education to ensure they meet the relevant training requirements.

Corporate Governance Head Continuing Education Operation of Corporate Governance
治理主管 治理主管 Head of Corporate Governance
Lawrence Lee
Chief Secretary
Master's in Law, Soochow University
經歷 经历 Experience
  • Ta Chong Securities, Chairman
  • Yuanta AMC, Chairman
  • Yuanta Sec. Finance, President
  • Yuanta Securities, EVP