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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 64. 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 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. A total of 14 board meetings were held in the year 2021, with 100% attendance of individual directors.

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 2021, including “Money Laundering Prevention and Countering Financing of Terrorism Practices and Case Studies” on May 4, “Challenges and Countermeasures of Information Security” on August 3, “Sustainable Financial Innovation and Management” on September 7, and “Introduction and Response to the Financial Consumer Protection Act (Fair Treatment of Customers)” on October 5. The courses cover topics such as risk management, money laundering laws and regulations, insider trading prevention advocacy, fair treatment of customers, information security, and sustainable financial instruments 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 the 8th term board of directors 2021 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 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
  • Yuanta Foundation, 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
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
  • National Yang Ming 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
  • Taipei Exchange, Supervisor
  • Securities & Futures Institute, Director
  • Taiwan Insurance Guaranty Fund, Director
  • Taiwan Insurance Institute, 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
  • National Development Fund, 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, Honorary Professor
  • Yuanta Securities, Independent Director
  • Coretronic Corp., Independent Director
  • Financial Literacy and Education Association, Chairman
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
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
Chao Kuo Chiang
Director
Ph.D., University of Hamburg
現職 现职 Current Positions
  • Yuanta Life, Chairman
  • Wistron Corp., Independent Director
  • Yuanta Foundation, Director
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
  • Yuanta Life, Director
  • Yuanta Bank, Director
  • 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 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 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 16, 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. With respect to the managers’ succession plan, the Company expects to complete the amendment by the second quarter of the year 2022.
    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 equipped with a diversified range of knowledge and skills (such as 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 president, 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.

The 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. In the year 2020, the Company recruited Mr. Kuo Yuan Liang (Chairman of Yuanta-Polaris Research Institute) and Mr. TC Lee (former Vice Chairman and Chief Operating Officer of Stark Technology Inc.) as directors of the board of Yuanta Bank, a subsidiary of the Company, and Ms. Hui-Erh Yuan (former CPA Partner of PricewaterhouseCoopers Taiwan and former Chairwoman of Financial Advisory Service, PricewaterhouseCoopers Taiwan) as an independent director of Yuanta Futures, a subsidiary of the Company. The current Chairman of Yuanta Bank, Mr. Chien Weng, is the current President of the FHC; the Vice Chairman of Yuanta Bank, Mr. Tsai Yu Chang, was the Chief Financial Officer of the FHC; the Chairman of Yuanta Securities, Mr. Vincent Chen, was the Chief Strategy Officer and Chief Legal Officer of the FHC; and the Vice Chairman of Yuanta Securities Finance, Mr. Yu De Chuang, was the Chief Compliance Officer of the FHC. Mr. Tien Fu Lin, Chairman of Yuanta Futures, Mr. Shao Hsing Kung, Chairman of Yuanta Securities Finance, Mr. Arthur Chen, Chairman of Yuanta Venture Capital, and Ms. Yu Lan Cheng, Vice Chairman of Yuanta Funds were all former senior managers of Yuanta Securities, all of which are concrete manifestations of the Company’s succession plan of “professionalism” and “legacy.”

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.

Board of Directors Diversity Policy
  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: professional background (ex: law, accounting, industries, finance, marketing or technology), professional skills, industry experience, etc.
    In accordance with paragraph 2 above, 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

  2. 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’s current term of board of directors (elected in 2019) consists of nine (9) directors, of which four (4) seats are filled by independent directors, and six (6) elected directors are of natural-person identity.

    The board members’ backgrounds include law, economics, accounting, finance, management, and business. Their professional skills stem from not only experiences required by the financial holdings industry such as banking, securities, insurance, futures, and asset management, many board members also possess actual experiences in operation or execution of merger and acquisition, information technology, steel, and construction, which are abilities that can contribute significantly to the business management and risk control of the Company both domestically and abroad. This combination of skills and experience fulfills the Company’s expectation at the selection process that the Company is to transform from the three-pillar model of development of securities, banking, and insurance into an overall-development-direction strategy valuing “solidification of cores to drive growth.”

    Among the eighth 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 professional director in securities. Director Chao Kuo Chiang has served as the vice chairman of the board since Yuanta Financial Holdings obtained the operating right of Yuanta Life in 2014. So far, he has led Yuanta Life to grow steadily and establish a brand. He serves as the Company’s professional director in insurance. 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 professional director in banking for the Company. Independent Director Yin Hua Yeh has held important positions in financial supervision institutions and peripheral businesses, has rich experience in promoting corporate governance, and is a professional director in finance for the Company. Independent Director Ming Ling Hsueh has been in the accounting practice for over thirty (30) years. He was the chairman of PricewaterhouseCoopers Taiwan (2006-2013) and audited the financial statements of financial holding companies for nine (9) years during his practice. He is the Company’s professional independent director in accounting. In addition, Director Wei Chen Ma, Director Chung Yuan Chen, and Independent Director Hsing Yi Chow, have managing experience in information, technology, and construction related industries. Law-related professionals include Director Chao Kuo Chiang and Director Daniel YM Song. Financial accounting professionals include Director Wei Chen Ma and four (4) independent directors. Those with expertise in engineering and information technology 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 management 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. Three (3) directors have served for five to seven (5-7) years. Four (4) directors have served for zero to four (0-4) years. The directors of the Company are all male. The age distribution was, two (2) were fifty one to sixty (51-60) years old, four (4) were sixty one to seventy (61-70) years old, and three (3) were seventy one to seventy five (71-75) years old. The average age was sixty four (64) years.

    With regard to the implementation of the Company’s director diversity policy, after the election of the eighth term of directors, the percentage of independent directors of the Company has reached 44%, and there are four 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, which has achieved the target number of natural person professional directors ahead of schedule. The Company also plans to 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%.


  4. Board of Directors Diversity Policy and Independence Status
歷年董事會決議事項 历年董事会决议事项 Historical Board Resolutions
March 30, 2022 - Fortieth Meeting of the 8th Board of Directors
  1. Approved the Company’s Statement on the Internal Control System for the year 2021.
  2. Approved the establishment of the Data Sharing Policy of Yuanta Financial Holding Co., Ltd.
  3. Approved the amendment of part of the provisions of the Corporate Social Responsibility Guidelines of Yuanta Financial Holdings Co., Ltd.
March 15, 2022 - Thirty-ninth Meeting of the 8th Board of Directors
  1. Approved the Company’s consolidated financial statements for the year 2021.
  2. Approved the Company’s distribution of 2021 earnings.
  3. Approved the Company’s issuance of new shares for converting earnings into new capital for the year 2021.
  4. Approved the convening of the 2022 Annual General Meeting of Shareholders on Friday, June 10, 2022 at 9:00 a.m.
  5. Approved the amendment of part of the provisions of the Articles of Incorporation of Yuanta Financial Holding Co., Ltd.
  6. Approved the amendment of part of the provisions of the Rules and Procedures of Shareholders Meeting of Yuanta Financial Holdings Co., Ltd.
  7. Approved the amendment of part of the provisions of the Organizational Rules and Procedures of Yuanta Financial Holding Co., Ltd.
  8. Approved the amendment of part of the provisions of the Procedures for the Acquisition or Disposal of Assets of Yuanta Financial Holdings Co., Ltd.
  9. Approved the amendment of part of the provisions of the Sustainability Committee Charter of Yuanta Financial Holdings Co., Ltd.
  10. Approved the amendment of part of the provisions of the Nominating Committee Charter of Yuanta Financial Holdings Co., Ltd.
  11. Approved the amendment of part of the provisions of the Method for the Continuing Education of Directors of Yuanta Financial Holdings Co., Ltd.
  12. Approved the proposal of the number of directors (including independent directors) for the ninth (9th) term and the requirements for the candidates to be elected.
  13. Approved the Company’s distribution of remuneration for directors of the board for the year 2021.
  14. Approved the Company’s distribution of remuneration for employees for the year 2021.
January 21, 2022 - Thirty-eighth Meeting of the 8th Board of Directors
  1. Approved the evaluation of the independence of the Company’s certified public accountants and their appointment and remuneration for the year 2022.
  2. Approved the amendment of part of the provisions of the Organizational Rules and Procedures of Yuanta Financial Holding Co., Ltd.
  • 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.

  • The business performance for the year 2021 is as follows:
    1. In line with the competent authorities’ promotion of Corporate Governance 3.0, actively encouraged Financial Holdings and its subsidiaries to present or discuss matters related to fair treatment of customers, ESG matters, and management of intellectual property rights to the board of directors to improve corporate governance.
    2. Handling of matters related to the 2021 Annual General Meeting of Shareholders:
    3.  (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.
    4. Supervised the development and adjustment of important regulations of the Company, including the revision of the Company’s Articles of Incorporation, organizational rules, Sustainability Committee Charter, Board and Functional Committees Evaluation Procedures, Procedures of Director Election, etc.
    5. Managed the meeting operations of the board of directors and related committees, and strengthened the compliance with the law of meeting procedures and recusal of interests.
    6. 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.
    7. Assisted the relevant units in signing the board of directors' pledge to conduct business with integrity and strictly enforced anti-money laundering and prevention of insider trading operations.
    8. Handled matters related to the continuing education of directors of the board; assisted directors of the board in putting into practice diversified learning mechanism.
    9. Managed the work related to the performance evaluation of the board of directors and functional committees.
    10. Supervised the performance evaluation of the board of directors by external sources in 2021.

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