元大金控元大金控 元大金控元大金控 元大金控元大金控

董事會 董事会 Yuanta Board

On June 14, 2019, the Company convened the 2019 Annual Meeting of Shareholders to elect the eighth term board of directors (including independent directors). The directors serve a term of three years, from June 14, 2019, through June 13, 2022. All directors were re-elected. The board of directors is comprised of of 5 directors and 4 independent directors. All 9 are male, with an average age of 61. 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. Tony Shen, and the acting president is Mr. Chien Weng. The board meets at least once each month, and in 2018 met a total of 13 times with an average attendance rate of 98%, 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 44% 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”.

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
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 YM 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
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.

We entrusted Taiwan Corporate Governance Association to conduct the 2018 external performance evaluation of Yuanta’s Board of Directors in December, 2018. The Association looked at eight major aspects: 1) the composition of the board of directors; 2) guidance from the board of directors; 3) authorization of the board of directors; 4) supervision from the board of directors; 5) communication of the board of directors; 6) internal control and risks management; 7) self-discipline of the board of directors, and 8) other areas (such as board meetings and supporting systems), and evaluated the performance of the board of directors via questionnaires and due diligence

Results of the overall evaluation are summarized as follows:

  1. Your company (Yuanta FHC) elevated the Integrity Committee to the Sustainable Committee in Nov 2018, demonstrating your commitment and undertaking of corporate social responsibility and sustainability-related issues.
  2. Your company recognized the value of independent directors and valued their constructive opinions. The following examples showed that the company has actively responded to the opinions of individual independent directors.
    .Elevating the Integrity Committee to Sustainable Committee
    .Changing the appointment of the auditing supervisor of an important subsidiary as advised.
  3. Your company has set up a performance evaluation scheme for the board of directors and conducts evaluation every year. You also entrust an independent third-party to assist in the evaluation once every three years. This demonstrates the board of directors’ culture of accountability to stakeholders and sets an outstanding benchmark for the company’s management.
  4. Your company values the introduction of professional directors and provides corresponding support, encouraging and assisting professional directors to contribute with their expertise.

We will use the evaluation results as a reference to continue enhancing competency of the board of directors.

Board of Directors and Functional Committee Self-Assessment Results Board of Directors Diversity Policy Status
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
June 26, 2019 - Third meeting of the 8th term board of directors
  1. Approved a NTD 3 billion capital increase for the Company’s subsidiary, Yuanta Asset Management.
June 14, 2019 - Second meeting of the 8th term board of directors
  1. Approved the list of members of the 8th board remuneration committee and the nomination of the convener.
  2. Approved the list of members of the 8th board sustainability committee and the nomination of the convener.
  3. Approved the nomination of the President.
June 14, 2019 - First meeting of the 8th term board of directors
  1. Approved the election of the Chairman of the 8th board.
  2. Approved the list of members of nominating committee of the 8th board.
May 29, 2019 - Forty-first meeting of the 7th term board of directors
  1. Approved the setting of the Company's Procedures on Handling Director Requests.
April 30, 2019 - Fortieth meeting of the 7th term board of directors
  1. Approved the expenses and the build-up area selection to the urban renewal plan and rights transfer of the Company-owned Datong Building, which are being handled jointly by five subsidiaries including Yuanta Securities.
April 24, 2019 - Thirty-ninth meeting of the 7th term board of directors
  1. Approved the transfer of the business operation rights and obligations of the margin trading and short selling, refinancing, and securities secured loan business from Global Securities Finance Corporation to Yuanta Securities Finance, a subsidiary of Yuanta Securities.
March 25, 2019 - Thirty-eighth meeting of the 7th term board of directors
  1. Approved the Company's 2018 earnings distribution plan.
  2. Approved amendments to the Company's Articles of Incorporation.
  3. Approved the setting of the time and date of the 2019 shareholders' Annual General Meeting to be at 9:00 a.m. on June 14 (Friday).
  4. Approved the purchase of directors and officers liability insurance (D&O) for Company's Directors and Supervisors.
  5. Approved the nomination of candidates for the Company’s 8th term board of directors (including independent director)
January 23, 2019 - Thirty-sixth meeting of the 7th term board of directors
  1. Approved the Company's 2019 financial plan.
  2. Approved the Company's direction for the future and its 2019 business plan.
  3. Approved the Company's mid- to long-term business strategies
  4. Approved amendments to the Company's "Organizational Rules"
  5. Approved the setting of the Company's "Nominating Committee Charter"
  6. Approved the list of members of the Company's Nominating Committee
  • 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. 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 goverance, responsible for supervising the Secretariat Office's corporate governance duties and personnel.

    1. Mr. Lee’s main responsibilities are:
    2. Handling affairs related to Board meetings and shareholders’ meetings in accordance with relevant laws.
    3. Compiling the minutes of Board meetings and shareholders’ meetings.
    4. Assisting the Directors of the Board in taking office and in continuing education.
    5. Providing Directors with the data needed to perform Directors’duties.
    6. Assisting Directors in legal compliance.
    7. Carrying out other duties stipulated by the articles of incorporation or contracts.

  • In 2018, in addition to handling affairs related to Board meetings and shareholders’ meetings, key tasks for corporate governance officers also included assisting the Board of Directors in optimizing the work mechanism of each committee in accordance with relevant laws, and providing data needed to perform Directors’ duties in accordance with relevant laws.

  • From November 28, 2018 to January 31, 2019, our corporate governance officers completed six hours of training, with another twelve hours to be finished by November 28, 2019.
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