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董事會 董事会 Yuanta Board

On June 10, 2022, the Yuanta Financial Holding Company convened the 2022 Shareholders’ Annual General Meeting and conducted the election for the ninth term of the board of directors (including independent directors). The directors shall serve a term of three years, from June 10, 2022 to June 9, 2025, and may be eligible for re-election. The ninth term of the board of directors is comprised of five (5) directors and four (4) independent directors, eight (8) men and one (1) woman, with an average age of approximately 65 years. Directors serve an average term of six 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 chief executive officer 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. A total of 14 board meetings were held in the year 2022, with 99% average attendance rate of directors and the attendance rate of individual directors is above 93%.

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.

In order to implement the training mechanism for the directors of the board, the Company held four internal training courses for directors in 2022, including “How to Avoid Landmine Stocks: Application of Corporate Governance Risks” on February 17, “The Latest Trends of Money Laundering Prevention and Countering Financing of Terrorism (Including Insider Trading Prevention Promotion)” on July 14, “Strengthening the Financial Industry’s Information Security Resilience and the Risk Management Trends and Practices in the Financial Industry” on August 11, and “The Principle of Fair Treatment and the Protection and Empowerment of Financial Consumers” on September 22. The four courses covered issues such as risk management, money-laundering laws and regulations, insider-trading awareness promotion, fair customer treatment, information security, sustainable financial products, etc. In 2023, the Company is planning to hold four director training courses on the topics of “Money Laundering Prevention, Countering Financing of Terrorism, and Insider Trading Prevention,” “Fair Customer Treatment,” “Sustainable Development and ESG Risks,” and "Information Security and Financial Digital Innovation,” which are expected to help directors enhance their professional knowledge and familiarize themselves with laws and regulations in order to effectively put into practice the corporate governance system.

Education and professional background of the candidates nominated for Yuanta FHC's 9th term board of directors 2023 Yuanta FHC Directors of the Board’s Continuing Education
成員名單 成员名单 Board Members
Tony Shen
Chairman
現職 现职 Current Positions
  • Yuanta Securities, Director
  • Yuanta Foundation, Director
經歷 经历 Experience
  • Yuanta FHC, Vice Chairman, President
  • Yuanta Securities, Chairman
  • Yuanta Securities (HK), Chairman
  • Yuanta Sec. Asia Financial Services, Vice Chairman
Ming Ling Hsueh
Independent Director
MBA, Bloomsburg University of Pennsylvania
現職 现职 Current Positions
  • Yuanta Bank, Independent Director
  • TTY Biopharm, Independent Director
  • LITE-ON Technology Corp., Independent Director
  • Walsin Lihwa Corp, Independent Director
  • Taiwan Corp. Gov. Assoc., Executive Director
  • Tung Hua Book Co., Ltd., 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
  • United Microelectronics Corporation, Independent Director
  • Canaan Leisure Business Co., Ltd., Supervisor
  • Canaan Chilai Co., Ltd., 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
Hsing Yi Chow
Independent Director
Ph.D. in Business, Indiana University
現職 现职 Current Positions
  • Yuanta Securities, Independent Director
  • National Chengchi University Department of Finance, Honorary Professor
  • Coretronic Corp., Independent Director
  • Lien Hwa Industrial Holdings Corporation, Remuneration Committee Member
經歷 经历 Experience
  • Yuanta Polaris Securities, Independent Director
  • Taipei Exchange, Director, Supervisor
  • Taiwan International Cooperation and Development Fund, Director
  • Uni-President Enterprises Corp., Independent Director
  • National Chengchi University, President, Dean, Associate Dean of College of Commerce, Chair of Dept. of Finance
  • Financial Literacy and Education Association, Chairman
Sharon S. Yang
Independent Director
Ph.D., Heriot-Watt University
現職 现职 Current Positions
  • National Chengchi University, Department of Money and Banking, Professor; Financial Research Center, Director
  • Yuanta Life, Independent Director
  • Pension Fund Association, Vice Chairperson
  • Taiwan Index Plus Corporation, Index Compilation Committee Member
  • Central Deposit Insurance Corporation, Taiwan, Advisory Committee Member
  • Taiwan Futures Exchange, Settlement Committee Member
經歷 经历 Experience
  • National Central University, Taiwan, Associate Dean, School of Management, Chief Executive Officer, Center for Industry Collaboration, Head of Department of Finance
  • Taiwan Futures Exchange, Settlement Committee Convener and Member, Disciplinary Committee Member
  • Taiwan Insurance Guaranty Fund, Director, Advisory Committee Member, Takeover Committee Member, New Early Warning Project Advisory Committee Member
  • Insurance Bureau, Financial Supervisory Commission, R.O.C.(Taiwan), Investment-Linked Insurance Review Committee Member
  • Life Insurance Association of the Republic of China, Consultant
  • Public Service Pension Fund Supervisory Board, Consultant
  • Public Servant and Teacher Insurance Supervisory Committee, Member
Wei Chen Ma
Director
University of Southern California
現職 现职 Current Positions
  • Yuanta Bank, Director
  • Yuanta Life, Director
  • Taiwan Stock Exchange, Director
  • Yuanta Foundation, Chairman
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
  • Residence of the Summit, Supervisor
  • Jiao Hsiou Temple, Chairman
  • Yanping High School, Chairman
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
  • Trilogy International Develop Co., Director
Daniel Y.M. Song
Director
Master's in Law, Columbia University
現職 现职 Current Positions
  • Yuanta AMC, Chairman
  • Yuanta Life, Director
  • Yuanta Bank, Director
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
  • UNI Airways, Co., Ltd., Director
Chien Weng
Director
Bachelor's in Law, Fu Jen Catholic University
現職 现职 Current Positions
  • Yuanta FHC, Chief Executive Officer
  • Yuanta Bank, Director
  • Taiwan FamilyMart Co., Ltd., Independent Director
  • Yuanta Foundation, Director
經歷 经历 Experience
  • Yuanta FHC, Auditor-General
  • Yuanta VC, Chairman
  • Yuanta Bank, Auditor-General, Chairman
  • Yuanta Life, Director
  • Polaris Securities, Chairman, President
  • Oversea-Chinese Banking Corporation Ltd., Managing Director, Vice President
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 Rules Governing the Scope of Powers for Independent Directors Independence Criteria for Independent Directors
Performance Evaluation of the Board and Functional Committees

In accordance with the Board and Functional Committees Evaluation Procedures of Yuanta Financial Holding Company, Ltd. (hereinafter referred to as the “Evaluation Procedures”), the board of directors and the functional committees of the Company shall conduct the performance evaluation of the board of directors and the functional committees annually in accordance with the evaluation procedures and evaluation indicators. The results of the performance evaluation shall be completed by the end of the first quarter of the following year. The results of the performance evaluation of the board of directors and the functional committee for the year 2022 were discussed and approved by the third (3rd) meeting of ninth (9th) nominating committee on December 10, 2022 and the ninth (9th) meeting of the ninth (9th) board of directors on December 28, 2022.

The Company shall consider the company’s situation and needs to establish the items for board performance evaluation, and shall include at least the following five major aspects:
 1. Level of involvement in the Company's operations
 2. Raising the decision-making quality of the board
 3. Composition and structure of the board
 4. Director selection and continuing education
 5. Internal controls
The performance evaluation of a board member (self or peer) shall include at least the following six major aspects of measurement:
 1. Mastery of the Company's goals and tasks
 2. Awareness 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 performance evaluation of the audit committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the audit committee's responsibilities
 3. Raising the decision-making quality of the audit committee
 4. Composition of the audit committee and member selection
 5. Internal controls
The performance evaluation of the remuneration committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the remuneration committee's responsibilities
 3. Raising the decision-making quality of the remuneration committee
 4. Composition of the remuneration committee and member selection
 5. Internal controls
The performance evaluation of the sustainable development committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the sustainable development committee's responsibilities
 3. Raising the decision-making quality of the sustainable development committee
 4. Composition of the sustainable development committee and member selection
 5. Internal controls
The performance evaluation of the nominating committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the nominating committee's responsibilities
 3. Nomination review and decision making
 4. Raising the decision-making quality of the nominating committee
 5. Composition of the nominating committee and member selection
 6. Internal controls

The Company conducts its own performance evaluation by means of internal questionnaires. The executive unit of the performance evaluation collects information related to the activities of the board of directors and functional committees, and distributes the relevant self-evaluation questionnaires to be fill out, such as Schedule 1 “Self-assessment Questionnaire of the Board of Directors’ Performance Evaluation,” Schedule 2 “Self-assessment Questionnaire of the Board Members’ (Self or Peers) Evaluation,” Schedule 3 “Self-assessment Questionnaire of the Audit Committee’s Performance Evaluation,” Schedule 4 “Self-assessment Questionnaire of the Remuneration Committee’s Performance Evaluation,” Schedule 5 “Self-assessment Questionnaire of the Sustainable Development Committee’s Performance Evaluation,” and Schedule 6 “Self-assessment Questionnaire of the Nominating Committee’s Performance Evaluation.” After the completed questionnaires are collected, the evaluation result report is recorded and compiled according to the scoring criteria of the evaluation indicators, and the report is submitted to the nominating committee and then sent to the board of directors for review and improvement.

The results of the performance evaluation of the Company’s board of directors will be provided to the nominating committee for reference in the selection or nomination of director candidates, and the results of the performance evaluation of individual directors will be provided to the remuneration committee for reference in determining their individual remuneration.

In order to enhance the effectiveness of the board of directors’ operations, the performance evaluation is conducted by an external professional and independent organization or a team of external experts and scholars at least once every three years as stipulated in the Evaluation Procedures. The external evaluation organization or team of external experts and scholars to be appointed to conduct the performance evaluation of the board of directors shall be “professional and independent,” “a relevant organization or management consulting firm that mainly undertakes education and training courses related to the board of directors,” “a relevant organization or management consulting firm that provides services to enhance corporate governance, etc.” At least three experts or scholars in the field of board of directors or corporate governance shall also be appointed to evaluate the implementation of the performance evaluation of the board of directors, complete the external evaluation analysis report, and present the evaluation results and improvement plans to the board of directors for reporting.

In September 2021, the Company commissioned the Taiwan Corporate Governance Association (TCGA) to conduct a board of directors' effectiveness evaluation for the period from August 1, 2020 to September 30, 2021. The organization appointed three evaluation experts to evaluate the effectiveness of the board of directors by means of questionnaires and on-site visits on eight major components and 38 questions, including 1. board composition, 2. board guidance, 3. board authorization, 4. board supervision, 5. board communication, 6. internal control and risk management, 7. board self-regulation, and 8. other aspects, such as board meetings and support systems, etc. The organization and the executive experts have no business dealings with the Company and the evaluation report was presented on October 8, 2021. The Company reported the evaluation results at the 36th meeting of the 8th board of directors on November 19, 2021, and based on the evaluation results, it is used as a reference to continuously refine the functions of the board of directors. TCGA’s overall assessment and recommendations and the Company’s improvement actions are as follows:

TCGA's Overall Comments:

  1. Your company appointed an external professional independent organization to conduct a performance evaluation of the board of directors for the first time in 2018. In addition to presenting the evaluation results to the board of directors, your company has also included relevant recommendations as a priority plan to enhance corporate governance. After the last external evaluation, your company continues to commission an external professional and independent organization to evaluate the performance of the board of directors, which demonstrates your company’s ambition to continuously improve the effectiveness of the board of directors.
  2. Your company attaches importance to the cultivation and training of senior talents and has formulated a comprehensive talent development system. Through cross-company or cross-duty rotational training and participation in relevant training courses, each successor will gain an in-depth understanding of the Group’s overall development strategy, cross-company communication and coordination mechanism, decision-making mindset, and management practices such as policy implementation operations. Your company has also established the Yuanta MBA program to cultivate cross-sector executives, and has made succession training an important goal for executives at all levels. The relevant performance results and execution priorities for the following year are also regularly reported to the board of directors.
  3. Your company is committed to sustainable management and development, active implementation of corporate social responsibility, and the implementation of integrity management-related issues. Under the sustainability committee, your Company has established the Center for the Promotion of Integrity Management and the Center for the Promotion of Corporate Social Responsibility, each headed by two independent directors, which hold quarterly working meetings, draw up a roadmap for the Group’s sustainable development strategy from 2021 to 2025, and refine the requirements of Dow Jones Sustainability Index (DJSI)-related indicators. These efforts demonstrate your company’s commitment to sustainable management and the importance and value of independent directors.
Recommendations:
  1. Your company reports to the board of directors at the beginning of each year on the implementation of its medium and long-term strategies. Since strategic guidance is one of the important functions of the board of directors, we suggest that your company consider discussing with your independent directors in depth the environment and major development strategies faced by the Company at your regular annual meetings or on other occasions, so that the independent directors can participate more fully in the construction and formation of various strategic plans and provide professional guidance and consultation, so as to further enhance the effectiveness of the board of directors.
  2. The nominating committee of your company is currently responsible for setting the selection criteria for board members and related succession plans. It is recommended that succession and training plans for senior managers be included in the scope of supervision, and that the operation of the related mechanisms be regularly reviewed to strengthen the functions of the board of directors and functional committees in supervising the effectiveness of the implementation of talent cultivation, so as to continue to create momentum for sustainable development of the Company.
Improvement Actions:
  1. The Company will discuss in depth with the independent directors on the environment and major development strategies faced by the Company before the implementation of medium and long-term strategies are presented to the audit committee and the board of directors, so that the independent directors can provide their professional guidance and consultation to enhance the effectiveness of the board of directors.
  2. The succession plan for senior managers has been included in the nominating committee’s responsibilities, and the board of directors has amended the Nominating Committee Charter on March 15, 2022.


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

The 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, the 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 considered with a diversified range of knowledge and skills (such as finance, law, accounting, industry, finance, marketing, technology, or risk management) 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 holding company (FHC) 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 the Company also attend board and other related meetings. In addition to being familiar with the operation of the board of directors and related meetings, the directors’ professional knowledge and ability can be gradually honed and developed in the formulation and development of corporate strategies, supervision and enforcement of internal control and legal compliance, and control and response of risk management. Basically, the Company has perfected their ability to serve as the future directors of the FHC by assigning professionals and senior managers to each subsidiary as directors to participate in the supervision and management of the subsidiary’s development planning, internal control, legal compliance, and risk control. The Company’s current chief executive officer, chief functional officers and related executives have experienced directorships and supervisory positions in subsidiaries and are familiar with operations and decision making of the board as well as internal control, risk control, legal compliance, and corporate strategic planning of each company. This combination of practical participation and personal professional training can enhance the vision of decision making and supervisory ability, which is an excellent talent pool for the succession planning of the board of directors of the FHC. The 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.

The 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 “legacy,” which in turn establishes a solid foundation for sustainability.

On June 10, 2022, the Company fully re-elected its board of directors. In accordance with the Company’s development direction and medium- and long-term strategic objectives, the Company elected Mr. Chien Weng, chief executive officer of the Company, and Ms. Sheau Wen Yang, an independent director of Yuanda Life, as the new directors, whose professional qualifications are in line with the Company’s diversity policy and objectives, as suitable successors.

In the year 2022, the FHC recruited a number of professionals to serve as directors and supervisors of its subsidiaries, including Mr. Pin Cheng Chen (former Vice Chairman of KGI Futures) as a director of Yuanta Securities and Yuanta Futures, and Mr. Chi Chun Liu (Director of Center for the Study of Banking and Finance, National Taiwan University), Mr. Jin Tin Pan (former Chairman of Taiwan FamilyMart Co., Ltd.), Mr. Chung Chuan Wu (former Deputy Director General of Insurance Bureau, Financial Supervisory Commission (Taiwan)), Mr. An Pin Chen (former Executive Director of FinTech Innovation Research Center, National Chiao Tung University (Taiwan)), Ms. Yeali S. Sun (Board Director of National Institute of Cyber Security (Taiwan)) and Mr. Biing Shen Kuo (former Board Director of First Financial Holdings) as independent directors of Yuanta Securities, Yuanta Bank, Yuanta Life, and Yuanta Futures, and appointed Ms. Christine Hu (former Director of News Department of USTV) as chairwoman of Yuanta Securities Investment Consulting. The addition of outside professionals to the board of directors of each subsidiary of FHC not only enhances the vision of decision making, but also deepens the supervisory ability and strengthens corporate governance, and significantly improves the effectiveness of the board of directors.

The current chairman of FHC, Mr. Tony Shen, chairman of Yuanta Bank, Mr. Chien Weng, chairman of Yuanta Securities, Mr. Vincent Chen, chairman of Yuanta Futures, Mr. Tien Fu Lin, chairman of Yuanta Securities Finance, Mr. Shao Hsing Kung, and chairman of Yuanta Venture Capital, Mr. Arthur Chen, have all served in senior management positions in FHC, all of which are concrete manifestations of the “professionalism” and “legacy” of the Company’s directors.

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.

Diversity and Independence of the Board of Directors
  1. The Company establishes a Procedures of Director Election of which Article 3 clearly states that, when selecting the Company’s directors, consideration shall be given to the overall composition of the board of directors. The composition of the board of directors shall consider diversity. And in accordance with the board operation, operating patterns, and development needs, an appropriate diversity guiding principle shall be formulated, which shall include but not be limited to the following two (2) major aspects of standards:
    (1) Basic conditions and values: gender, age, nationality, culture, etc.
    (2) Professional knowledge and skills: especially professional background (ex: finance, law, accounting, industries, financial affairs, marketing or technology), professional skills, industry experience, etc.

  2. The members of the board of directors of the Company shall generally possess the knowledge, skills, and qualities necessary for the performance of their duties, and their overall professional knowledge and skills shall be as follows:
    (1) Operational judgment (6) Understanding of international markets
    (2) Accounting and financial analysis (7) Leadership
    (3) Operational management (including operational management of subsidiary companies) (8) Decision making
    (4) Crisis management (9) Risk management knowledge and ability
    (5) Industry knowledge

    In accordance with the aforementioned diversity policy, the Company’s current board diversity objectives are intended to be as follows:
    (1) Independent directors account for at least 40% of the board seats.
    (2) Nominate at least one female director candidate from the ninth board of directors (2022) and increase the proportion of female directors to 20% of the board of directors by 2030, with a long-term goal of 30%.
    (3) In accordance with the Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company, the number of directorships that meet the professional qualifications of natural persons shall be established.

  3. The Company elects nine directors to its ninth board of directors in 2022, of which four (4) seats are filled by independent directors, and six (6) elected directors are of natural-person identity (including four (4) independent directors).

    Board members’ industry experience includes financial holdings, securities, banking, insurance, information technology, construction, aviation, asset management, public utilities, electrical and mechanical, education, retail and pharmaceutical industries, with professional skills in finance, marketing, risk management, information technology, law, financial affairs and accounting, asset management, engineering and construction, and actuaries. The directors have a wide range of professional skills in operational judgment, operational management, crisis management, international marketing, mergers and acquisitions, leadership and decision making, and accounting and financial analysis, and have made good contributions to the development of the Company’s strategies and plans for domestic and overseas business management, operational decisions and risk control and management. The election of the ninth board of directors is in line with the Company’s diversity policy and objectives, and will help the Company move towards the goals of “Best Financial Services Provider in Asia Pacific” and “International Benchmark Enterprise for Sustainability,” while balancing the three core concepts of “Stable Profitability,” “Risk Management,” and “Sustainable Development.”

    Among the ninth board of directors of the Company, Director Tony Shen has served in Yuanta Securities for more than thirty (30) years. He has rich financial management capabilities, has experienced many domestic and foreign mergers and acquisitions, and has brought the profits of the Yuanta group to a record high. He is a natural person finance and securities professional director of the Company. Director Chien Weng has been the chief executive officer of the Company for almost three (3) years since July 26, 2019 and the chairman of Yuanta Bank since October 2020. He has been involved in the financial field for over thirty (30) years, has experience in securities, banking, venture capital, life insurance, and financial holdings, and is a key player in all major decisions and executions of the Company. He is a professional director of finance, securities, and banking of the Company. Mr. Wei Chen Ma has been a director of the Company since June 2013. With his insight into the financial industry and various industries, he has led the Yuanta Group to promote financial and business integration, and to drive the growth of the Yuanta Group’s five major industry groups together to steadily move towards the vision of being the best financial services provider in Asia Pacific. He is a natural person finance professional director of the Company. Independent Director Ming Ling Hsueh is qualified as a certified public accountant and has nearly ten (10) years of experience in auditing accounts of financial holding companies with excellent results. He is an independent director of the accounting profession and the natural person finance profession of the Company. Independent Director Kuang Si Shiu has been in the banking industry for more than forty (40) years. He has experience in handling international financial business, international strategic positioning, and overseas business operation and management. He is a natural person professional director in finance and banking for the Company. Independent Director Hsing Yi Chow has been an independent director of Yuanta Securities for many years and his research expertise is in investment science, risk management, international finance, and venture financial management. He is a professional in the field of securities market and corporate governance with in-depth research on the development of Taiwan’s securities industry and capital market. Independent Director Sheau Wen Yang has held important positions in financial regulatory authorities and peripheral businesses, and has extensive experience in promoting corporate governance and financial practices. She is a natural person professional director in finance. In addition, those with legal related expertise include Director Daniel YM Song. Financial accounting professionals include Director Tony Shen, Director Wei Chen Ma, and four (4) independent directors. Those with expertise in information technology, construction, and engineering are Director Wei Chen Ma and Director Chung Yuan Chen. Furthermore, the directors of the Company have rich practical experience and professional ability in mergers and acquisitions, risk management, business management, financial banking, insurance, corporate governance, and sustainable development issues.

    The average term of directors of the Company is six (6) years. One (1) director has served for twelve to fourteen (12-14) years. One (1) director has served for eight to eleven (8-11) years. Two (2) directors have served for five to seven (5-7) years. Five (5) directors have served for zero to four (0-4) years. The Company’s directors are eight (8) men and one (1) woman. The age distribution is, two (2) are fifty one to sixty (51-60) years old, four (4) are sixty one to seventy (61-70) years old, and three (3) are seventy one to seventy five (71-75) years old. The average age is sixty five (65) years.

    With regard to the implementation of the Company’s director diversity policy, after the election of the ninth term of directors, the percentage of independent directors of the Company is 44%. There are five natural person professional directors who meet the requirements of the Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company, and a female independent director, Ms. Sheau Wen Yang, has been elected.


  4. Implementation of Diversity Policy by Board Members Professional Qualifications and Independence of Directors of Yuanta Financial Holding Company
歷年董事會決議事項 历年董事会决议事项 Historical Board Resolutions
August 23,2023 - Eighteenth Meeting of the 9th Board of Directors
  1. Approved the Company’s consolidated financial statements for the second quarter of 2023.
  2. Approved the amendment of part of the provisions of the Corporate Governance Guidelines of Yuanta Financial Holding Co., Ltd.
July 26, 2023 - Seventeenth Meeting of the 9th Board of Directors
  1. Approved the handling of the capital increase and issuance of new shares from the Company’s year 2022 earnings and the setting of the base date for the distribution of stock dividends and the base date for the capital increase and issuance of new shares, among other things.
  2. Approved the signing of a lease agreement with a stakeholder, Yuanta Bank, for a portion of the head office building located at No. 157, Sec. 3, Renai Road, Daan District, Taipei City.
June 28, 2023 - Sixteenth Meeting of the 9th Board of Directors
  1. Approved the issuance of the Company’s unsecured ordinary corporate bonds.
  2. Approved the amendment of part of the provisions of the Sustainable Finance Guidelines of Yuanta Financial Holding Co., Ltd.
  3. Approved the establishment of the Financial Inclusion Policy of Yuanta Financial Holding Co., Ltd.
  4. Approved the distribution of employee remuneration to the Company’s managers for the year 2022.
May 22, 2023 - Fifteenth Meeting of the 9th Board of Directors
  1. Approved the Company’s consolidated financial statements for the first quarter of 2023.
April 26, 2023 - Fourteenth Meeting of the 9th Board of Directors
  1. Approved the general budget for the design and construction of the interior decoration works of the head office building of Yuanta Bank, a subsidiary of the Company.
March 29, 2023 - Thirteenth Meeting of the 9th Board of Directors
  1. Approved the Company’s Statement on the Internal Control System for the year 2022.
  2. Approved the amendment of part of the provisions of the Procedures for Integrity Management and Guidelines for Conduct of Yuanta Financial Holding Co., Ltd.
  3. Approved the amendment of part of the provisions of the Corporate Governance Guidelines of Yuanta Financial Holding Co., Ltd.
March 15, 2023 - Twelfth Meeting of the 9th Board of Directors
  1. Approved the Company’s consolidated financial statements for the year 2022.
  2. Approved the Company’s distribution of 2022 earnings.
  3. Approved the Company’s issuance of new shares for converting earnings into new capital for the year 2022.
  4. Approved the amendment of part of the provisions of the Organizational Rules and Procedures of Yuanta Financial Holding Co., Ltd.
  5. Approved the amendment of part of the provisions of the Audit Committee Charter of Yuanta Financial Holding Co., Ltd.
  6. Approved the amendment of part of the provisions of the Risk Management Policy of Yuanta Financial Holding Co., Ltd. and the repeal of the Method of Establishing Risk Management Committee of Yuanta Financial Holding Co., Ltd.
  7. Approved the establishment of the Risk Management Committee Charter of Yuanta Financial Holding Co., Ltd.
  8. Approved the election of the members of the risk management committee for the ninth (9th) board of directors of the Company.
  9. Approved the convening of the 2023 Annual General Meeting of Shareholders on Friday, June 9, 2023 at 9:00 a.m.
  10. Approved the Company’s distribution of remuneration for directors of the board for the year 2022.
  11. Approved the Company’s distribution of remuneration for employees for the year 2022.
February 1, 2023 - Eleventh Meeting of the 9th Board of Directors
  1. Approved the evaluation of the independence and auditing quality indicators and the appointment and remuneration of the Company’s certified public accountants for the year 2023.
  • 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's board of directors resolved on November 28, 2018 to establish a corporate governance officer, who will be 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, compliance with laws and regulations, internal audit, financial affairs, stock-related affairs, and 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.

  • The business performance for the year 2022 is as follows:
    1. In line with the competent authorities’ promotion of Corporate Governance 3.0, the head of corporate governance has been actively pushing Yuanta FHC and its subsidiaries to improve corporate governance standards by adjusting relevant organizations related to fair treatment of customers in accordance with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and introducing the corporate risk management mechanism in line with Risk Management Best Practice Principles for TWSE/TPEx Listed Companies.
    2. The head of corporate governance handled all matters related to the election of the ninth (9th) board of directors of the Company, and assisted in the inauguration of the 9th board of directors and the formation of functional committees, and the completion of various inauguration procedures.
    3. Handling of matters related to the 2022 Annual General Meeting of Shareholders:
    4.  (1). In accordance with the Company’s Articles of Incorporation and Article 57-2 of the Corporate Governance Guidelines of the Yuanta Financial Holding Company, coordinated the operations related to the shareholders meetings of each unit.
       (2). Assisted the shareholders meeting in improving the relevant operations and smoothly implemented the meeting matters.
       (3). Assisted shareholders in understanding the Company’s operations in relation to corporate governance; the website information is updated immediately to ensure the shareholders’ rights and interests.
    5. Supervised the development and adjustment of important regulations of the Company, including the revision of the Company’s Articles of Incorporation, organizational rules, Nominating Committee Charter, Sustainable Development Committee Charter, Rules and Procedures of Board Meetings, Method for the Continuing Education of Directors, Corporate Governance Guidelines, Board and Functional Committees Evaluation Procedures, etc.
    6. Managed the meeting operations of the board of directors and functional committees, and strengthened the compliance with the law of meeting procedures and recusal of interests.
    7. Provided information necessary for the directors of the board to carry out their business and reminded them of the relevant laws and regulations that they should comply with when (after) carrying out their business or when (after) making resolutions of the board of directors. After the board meeting, followed up on the suggestions or comments of the directors and their progress.
    8. Assisted in signing the board of directors’ pledge to conduct business with integrity and the Financial Report Confidentiality Statement, and strictly monitored anti-money laundering and prevention of insider trading operations.
    9. Handled matters related to the continuing education of directors of the board; assisted directors of the board in putting into practice diversified learning mechanism.
    10. Managed the work related to the performance evaluation of the board of directors and functional committees.
    11. Assisted in the evaluation of the Company’s Corporate Governance System (CG6013), and the evaluation result is excellent.
    12. Assisted the directors in complying with the requirement that they may not trade in the Company’s shares during the closed period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of the quarterly financial report starting from the year 2023.

Corporate Governance Head Continuing Education Operation of Corporate Governance
公司治理主管 公司治理主管 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