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其他委員會 其他委员会 Committees

The Audit Committee is to be comprised of only independent directors and not have less than three members of which one shall be the committee chair. At least one member must have expertise in accounting or finance. The term of office for a committee member is to be the same as that of independent director. If the number of independent directors is not adequate to comply with the minimum of three, there must be a shareholder meeting held within 60 days, at which time the appropriate numbers of independent directors will be elected to fulfill the requirement.

At its 2019 Annual General Meeting, the Company elected four independent directors, who comprise the current membership of the Audit Committee, which is convened by Independent Director Ming Ling Hsueh. The Audit Committee meets at least once every month, as well as holding additional meetings when necessary.

The Audit Committee, comprising independent directors only, is set up to improve Yuanta FHC’s internal mechanism and assist the Board of Directors in enhancing corporate governance performance. The committee is viewed as the most important functional committee for Yuanta FHC’s Board of Directors. The Audit Committee formulates the “Annual plan for events and agenda” in accordance with Yuanta FHC’s mid-term and long-term development strategies every year, setting out key targets for execution of annual strategies for the Board of Directors. The major annual tasks include review and discussion of Yuanta FHC’s annual operational and strategic plans, corporate governance related affairs, financial reports, internal audit affairs, and risk management. The Audit Committee and Board of Directors operate based on the plan and review its effectiveness each year.

Primary Objectives of the Audit Committee

1. Express opinions on the financial statements
2. Confirm the independence of the company's auditors
3. Ensure measures for internal control are applied
4. Company compliance with relevant rules and regulations
5. Control of existing and potential risks

審計委員會委員 审计委员会委员 Audit Committee Members
Ming Ling Hsueh
Independent Director(Convener)
Master's in Accounting, Soochow University / MBA, Bloomsburg University of Pennsylvania
經歷 经历 Experience
  • 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
  • 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
經歷 经历 Experience
  • Yuanta Bank, Independent Director
  • 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
經歷 经历 Experience
  • 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
  • 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
經歷 经历 Experience
  • National Chengchi University Department of Finance, Professor
  • 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

The committee is comprised of at least three independent directors, with one serving as the committee chair on a rotating basis. The chairperson also acts as the representative for the committee. The committee members are nominated by the company chairman, and appointed with approval from the board of directors. The term of office for committee members is the same as that of independent directors. If a member is dismissed and the number of members falls below the prescribed minimum of three, a new member is to be selected by the board within three months of the occurrence, and that member will serve the remainder of the original term. The committee shall convene at least two times per year, and must convene at any other point its members deem necessary.

Primary Objectives of the Remuneration Committee

In its role assisting the board of directors to exercise the due care of a good administrator, the Committee shall loyally fulfill the following duties:

  1. Set and periodically review the board of directors and management’s performance evaluation and remuneration policies, systems, standards, and overall structure.
  2. Periodically evaluate and set remuneration policies for the Company’s directors and management.

薪資報酬委員會委員 薪资报酬委员会委员 Remuneration Committee Members
Kuang Si Shiu(Convener)
Independent Director
Master's Degree, University of Indiana
經歷 经历 Experience
  • Yuanta Bank, Independent Director
  • 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
Ming Ling Hsueh
Independent Director
Master's in Accounting, Soochow University / MBA, Bloomsburg University of Pennsylvania
經歷 经历 Experience
  • 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
  • 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
Yin Hua Yeh
Independent Director
Ph.D. in Finance, National Taiwan University
經歷 经历 Experience
  • 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
  • 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
經歷 经历 Experience
  • National Chengchi University Department of Finance, Professor
  • 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

In order to reinforce the functionalities of the board and strengthen management mechanism, the Company Board approved to establish the Nominating Committee on January 23, 2019.The Nominating Committee shall be comprised of at least three directors selected by the board of directors of Yuanta Financial Holdings (Yuanta FHC), with half of them being independent directors. Committee members shall between them select one member to serve as Convener and Chairman, and represent the Committee externally. Members of the Committee shall be nominated by the Company’s chairperson, and shall be appointed following approval from the board of directors. The term of office for directors serving as nominating committee members begins from the day the said directors are selected as members by the board of directors and terminates on the day when the term of the said directors expires, the said directors resign from services as nominating committee members or directors, or the board of directors select new members to replace the said members. The nominating committee should hold a meeting at least twice a year, or at any time if necessary.

Primary Objectives of the Nominating Committee

The nominating committee is subordinate to the board of directors and in charge of the following matters:

  1. Stipulate diversified and independent qualifications required of board members, including professional knowledge, know-how, experience and gender, and seek out, review and nominate candidates of board members based on the qualifications.
  2. Establish and develop the organizational structure of the board of directors and each committee.
  3. Set and regularly review training plans for directors.
  4. Improve and amend the company’s corporate governance best practice principles


Nominating Committee Charter

提名委員會委員 提名委员会委员 Nominating Committee Members
Ming Ling Hsueh(Convener)
Independent Director
Master's in Accounting, Soochow University / MBA, Bloomsburg University of Pennsylvania
經歷 经历 Experience
  • 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
  • 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
經歷 经历 Experience
  • Yuanta Bank, Independent Director
  • 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
經歷 经历 Experience
  • 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
  • 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
Tony Shen
Director
經歷 经历 Experience
  • Yuanta FHC, Chairman, Vice Chairman, President
  • Yuanta Securities, Chairman, Director
  • Yuanta Sec. Asia Financial Services, Vice Chairman
  • Yuanta Securities (HK), Chairman
  • Yuanta Core Pacific Securities, President, EVP
Wei Chen Ma
Director
University of Southern California
經歷 经历 Experience
  • Yuanta Life, Vice Chairman, Director
  • Yuanta FHC, Chief Executive Vice President
  • Yuanta Bank, Vice Chairman, Director
  • Yuanta Core Pacific Securities, Director

The Sustainability Committee shall be comprised of between three and seven directors of Yuanta FHC, of which at least half shall be independent directors; committee members shall designate a convener to act as a representative of the committee. The committee's members shall be nominated by the company's chairperson and approved by the board of directors. The term of office for committee members shall be the same as that of independent directors. If resignations or dismissals cause the total number of committee members to drop below three, the board of directors shall nominate new member(s) to meet the required minimum. The committee shall convene at least two meetings per year, and shall hold additional meetings as necessary.

To implement the company's sustainable operations policy in the areas of integrity management and corporate social responsibility, the committee shall establish a "Center for the Promotion of Integrity Management" and "Center for the Promotion of CSR", comprised of relevant personnel from the company and its subsidiaries, and responsible for the day-to-day promotion and coordination of their respective duties, as well as periodically reporting their action plans and performance results to the committee.

Primary Objectives of the Sustainability Committee

The Sustainability Committee operates under the board of directors, and is responsible for the following:

  1. Assist in integrating the values of integrity management and corporate social responsibility into the company's operational strategy.
  2. Adhere to legally mandated measures ensuring integrity management and corporate social responsibility.
  3. Supervise and implement the company's integrity management and corporate social responsibility strategies, and evaluate the effectiveness of their execution.
  4. Other matters related to the setting, supervision, and implementation of the company's integrity management and corporate social responsibility strategies.


Sustainability Committee Charter
Integrity Management and Legal Compliance

In its “Integrity Management Guidelines” and “Behavioral Guidelines”, Yuanta clearly lays out prohibited bad faith behaviors and benefits, along with forbidding the giving or receiving of bribes, provision of illegal political donations, granting of inappropriate charitable gifts or sponsorships, and the provision of unreasonable gifts, entertainment, or other inappropriate benefits. These guidelines also call for regular training, education, and promotion of ethical behavior, as well as appropriate reporting and disciplinary measures.

The Company’s “Integrity Management Guidelines” are closely linked to its internal control standards, and serve to prevent inappropriate actions by Company staff. They ensure that departments adhere to internal controls and operational best practices, including the “Code of Ethics”, “Rules for Board Meetings”, “Audit Committee Organizational Rules”, and the “Standard Procedures for Outside Gifts”. In addition to this, the Audit Department undertakes annual inspections of general operations, no violations occurred in 2018. In accordance with the “Behavioral Guidelines”, should any staff member be involved in unethical activity, the responsible unit shall handle the issue according to established procedures and report to the Board of Directors regarding the details of the matter, its handling, and any follow-up improvement measures being taken.

Should the Company encounter outsiders engaging in acts of bad faith and malfeasance, we shall notify the appropriate legal and prosecutorial authorities of the relevant facts; should public sector agencies or civil servants be involved, appropriate governmental anti-corruption organs shall be notified. Moreover, as the involvement of the Company employees in fraud or criminal negligence could potentially lead to damage to company assets and reputation, or to the rights of shareholders, customers, creditors, and any other stakeholders, the Company has not only established relevant rules and standards, but also employee working rules and an effective, appropriate set of internal control standards. Coupled with our legal compliance, risk management, and internal auditing mechanisms, these help ensure that the Company can continue operating effectively and prevent against fraud or serious negligence. All staff of the Group are subject to both financial regulations and HR management guidelines; should either be breached, appropriate punishment shall be implemented based on the severity of the breach; where a breach of the regulations is found to be severe enough, criminal and civil action shall be taken against the offender in order to protect the rights and interests of the Company and its stakeholders. The Company is committed to the concepts of probity, transparency, and responsibility in its operations, and thus will continue to promote and implement policies founded on integrity, in order to enhance and fulfill the Company’s responsibility to integrity management.

Integrity Management Guidelines Procedures for Integrity Management and Guidelines for Conduct
Promotion of corporate social responsibility and sustainable development of Yuanta FHC

Yuanta FHC aims to achieve sustainable development through establishing a sustainable business model for its operations, management and services, so as to provide more diverse financial products, greener financial services, and more comprehensive customer care. By spurring an increased focus on sustainability issues through cooperation with our business partners, we hope to generate sustainability in terms of our financial environment and services, and become a benchmark for sustainable enterprises. In order to embody the concept of sustainable development in our internal operations, Yuanta FHC established the Center for the Promotion of CSR in 2011. Consistent with the setup of the Sustainable Operations Committee, the Center has now been renamed in Chinese and comprises seven function groups, namely the Corporate Governance Group, Customer Care Group, Green Operations Group, Employee Care Group, Sustainability Group, Community Engagement Group, and Corporate Affairs Group.

The Center holds working meetings every quarter. It also holds extraordinary meetings as needed for timelier tracking of each project’s execution, and to ensure quality execution. Meanwhile, each function group also holds regular meetings and is required to report to the convener of the Center, so that the convener can have a more comprehensive understanding of project execution progress. The Center reports the results of each task to the Sustainable Operations Committee every year, with related regulatory amendments and organizational changes requiring approval from the Board of Directors, to ensure effective management and implementation of Yuanta’s CSR policies.

Yuanta FHC’s sustainability vision: Yuanta FHC strives to communicate with stakeholders as well as implement corporate governance. In addition, it upholds principles of transparency, fairness and openness in addressing social issues such as decent work and human rights, and environmental issues such as climate change and biodiversity. Through long-term and continuous communications and complying with regulations and codes of conduct at home and abroad, we work to provide more reliable products and services to help resolve issues. We also spare no efforts in promoting sustainable living in society and creating a better tomorrow for shareholders, clients, employees and the community. Yuanta FHC will continue its active efforts in fulfilling its corporate social responsibility.

Corporate Social Responsibility Guidelines CSR Policy and Management Measures

永續經營委員會委員 永續经营委员会委员 Sustainability Committee Members
Tony Shen
Convener
經歷 经历 Experience
  • Yuanta FHC, Chairman, Vice Chairman, President
  • Yuanta Securities, Chairman, Director
  • 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
經歷 经历 Experience
  • 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
  • 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
經歷 经历 Experience
  • Yuanta Bank, Independent Director
  • 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
經歷 经历 Experience
  • 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
  • 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
經歷 经历 Experience
  • National Chengchi University Department of Finance, Professor
  • 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

The Risk Management Committee assists the Audit Committee and the board of directors in carrying out risk management duties. The Committee is convened by the chairman of Yuanta Financial Holdings, and is comprised of the president of each Company subsidiary, as well as the Chief Risk Management Officer and other individuals appointed by the convener. The Committee meets quarterly, and reports its resolutions directly to the Audit Committee and the board of directors.

Primary Objectives of the Risk Management Committee

The Risk Management Committee’s duties include carrying out an annual review of risk limits, reviewing risk management reports, integrating and coordinating inter-subsidiary risk management issues, and promoting awareness of major risk management matters.

The risk management organization of the Company follows a “three lines of defense” model, with each line having clearly defined organization, responsibilities, and functions to ensure the effective implementation of risk management mechanisms.


For more information on Yuanta Financial Holdings’ risk management policies, please visit our website’s Risk Management section.