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 Corporate Governance
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 Corporate
Governance Status of Implementation Board of Directors and Supervisors Training cases
Compensation Policy |
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 Corporate
Governance Status of Implementation |
| Item |
Status
of Implementation |
| 1. |
Ownership structure
and shareholders' equity |
| (1) |
The manner in
which the Company handles shareholders' proposals
or disputes |
| (2) |
The command by
the Company of the identity of its controlling
shareholders and the ultimate control person(s)
of such controlling shareholders |
| (3) |
The ways in which
the Company establishes its firewall and risk
management mechanism for purposes of its relationship
with its affiliates |
|
|
| (1) |
The Company has
assigned competent executive officers dedicated
to handling shareholders' proposals. |
| (2) |
The Secretariat
Division is in charge of relevant matters. |
| (3) |
The company and
all its major subsidiaries, including bank,
security firm and card co., have set up respectively,
taking into account the risk profile of their
respective business operation, their own independent
risk management unit.
Related party transactions in respect of extension
of credit facilities and transactions other
than extension of credit facilities by and
between directors, supervisors, managers and
significant shareholders of the Company and
all its subsidiaries shall be conducted respectively
in accordance with Article 32, 33, 33-1, 33-2,
33-3, 33-4 of the Banking Act and Article
44 and 45 of the Financial Holding Company
Act. |
|
| 2. |
The composition
of the board of directors and its functions |
| (1) |
The status of
the installation of independent directors |
| (2) |
The frequency
of periodic review of the independence of
external auditors |
|
|
| (1) |
Three independent directors at present. |
| (2) |
Periodic review
of the independence of external auditors is
conducted annually. |
|
| 3. |
The composition
of the board of supervisors and its functions |
|
The internal auditors of the Company will report regularly to supervisors of the results of their audit.
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| 4. |
The status
of the establishment of communication channels
with stakeholders |
|
| The
company and its subsidiaries have respectively
carried their list of stakeholders and, in
respect of each individual business, have
set up their windows for maintenance and communication
of business relationship. |
|
| 5. |
Disclosure
of information |
| (1) |
The status regarding
the Company's setting up of its website for
the disclosure of information in respect of
its financial condition, business operation
and corporate governance practice. |
| (2) |
Any other mechanism
adopted by the Company for the disclosure
of relevant information (e.g., establishing
website in the English language, appointing
personnel responsible for gathering and disclosing
the Company's information, implementing a
spokesperson scheme and placing on its website
record of conference with institutional investors
etc.). |
|
|
| (1) |
The Company has
established its website for the disclosure
of its financial and business operation information
and has made/will make timely update in the
event of any change or addition thereof. The
information regarding the Company's corporate
governance practice will also be disclosed
on its website. |
| (2) |
The Company has
established company website in both Chinese
and English language. The company has designated
a team in charge of the gathering, disclosing,
and updating from time to time relevant information
on its website. In addition, the Company has
carried out a spokesperson and acting spokesperson
system and has consolidated the procedure
for releasing company information by having
the spokesperson (or acting spokesperson,
as the case may be) representing the Company
in making external statement. |
|
| 6. |
The status
of establishment/operation of functional committees,
e.g., the Audit Committee |
|
| The Company does not set up any special committee of specific function. |
|
| 7. |
Other important information of the company's corporate governance and operation (e.g. employee benefits, investor relations, supplier relations, rights of related parties, further studies of directors and supervisors, implementation of risk management policies as well as risk measuring standards, execution of client policy, purchasing of liability insurance for directors and supervisors, etc.) |
|
- Directors and supervisors are informed to participate in further studies when relevant corporate governance information is available.
- The Board meeting is held monthly, with an average of ten members (including deputies) and over 2 supervisors attending.
- All directors avoid voting for proposals related to conflict of interests.
- Liability insurances are purchased by the company for directors and supervisors.
- Risk management principles are constituted by the company as the basic rule for SinoPac Holdings and its subsidiaries. Relevant risk management policies and rules are also set up by each main subsidiary.
- Customer service center is available where free hotline and online services are provided at the quickest and most convenient way to help customers solve problems. Service management team integrating SinoPac Holdings and its subsidiaries provides cross-level and inter-subsidiary services and solves customers' complaints to protect as well as satisfy consumers.
- Working rules as well as related salary, bonus and benefit measures are constituted by SinoPac Holdings and its subsidiaries as the basic rule of human resources management for SinoPac Holdings and its subsidiaries.
- To conduct effective communication with investors about the company's vision and strategies to fully embody the spirit of corporate governance.
- Information is disclosed on a regular basis, including financial reports, important news, analyst/investor conferences, to enhance investors' understanding of the company's operation and implementation of strategies.
- An investor relations corner has been included in the company's website, providing complete information to the public, such as company announcements, news releases, and annual reports. There are people specially appointed under the CSO office to answer investors' questions.
- Public opinions and feedbacks can be collected on the website, which serves as an open window for communication to deal with any complaints and suggestions from investors.
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| 2011 Board of Directors and Supervisors Training cases |
| Title |
Name |
Training Hours |
In compliance with the Guidelines for the Continuing Education of Directors and Supervisors of TSEC/GTSM Listed Companies |
| Chairman |
Ho Show Chung |
7 hours |
YES |
| Managing Director |
Yin Yen Liang |
|
|
| Managing Director |
Chiu Cheng Hsiung |
|
|
Managing Director
(Independent Director) |
Mai Chao-Cheng |
|
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| Independent Director |
Chen Yung Cheng |
|
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| Director |
Tu Tsung-Tien |
|
|
| Director |
Hsu Cheng Tsai |
|
|
| Director |
Hsieh Chong Pi |
|
|
| Director |
Yu Kuo Chi |
7 hours |
YES |
| Director |
Hwang Min-Juh |
|
|
| Director |
Chen Chia Hsien |
|
|
| Director |
Liu Su-Cheng |
|
|
| Supervisor |
Tamon Tseng |
|
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| Supervisor |
Wang Ching I |
|
|
| Supervisor |
T.S. Shih |
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|
|
| 2010 |
| Title |
Name |
Training Hours |
In compliance with the Guidelines for the Continuing Education of Directors and Supervisors of TSEC/GTSM Listed Companies |
| Chairman |
Ho Show Chung |
15 hours |
YES |
| Managing Director |
Yin Yen Liang |
|
|
| Managing Director |
Chiu Cheng Hsiung |
3 hours |
YES |
Managing Director
(Independent Director) |
Mai Chao-Cheng |
3 hours |
YES |
| Independent Director |
Chen Yung Cheng |
3 hours |
YES |
| Independent Director |
Sophia Cheng |
3 hours |
YES |
| Director |
Tu Tsung-Tien |
3 hours |
YES |
| Director |
Hsu Cheng Tsai |
3 hours |
YES |
| Director |
Hsieh Chong Pi |
3 hours |
YES |
| Director |
Yu Kuo Chi |
8 hours |
YES |
| Director |
Hwang Min-Juh |
3 hours |
YES |
| Director |
Chen Chia Hsien |
3 hours |
YES |
| Director |
Liu Su-Cheng |
3 hours |
YES |
| Supervisor |
Tamon Tseng |
|
|
| Supervisor |
Wang Ching I |
15 hours |
YES |
| Supervisor |
Robert C.T. Lin |
3 hours |
YES |
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| Compensation Policy |
- Directors & Supervisors
In 2009, directors and supervisors of SinoPac Holdings received NT$0.8?2.4 million per person as remunerations for performing their duties (not including transportation expenses and attendance fees); however, no compensation was paid in 2008 due to losses incurred by the financial holdings company. The total amount of remunerations paid to directors and supervisors in 2009 (not including compensations for ex-officio employees) accounted for 3.2% and 6.57% of the net profit after tax of the company's standalone financial statements and the company's consolidated financial statements, respectively. For 2008, only independent directors were paid NT$1.5 million each on their special contributions. Hence, the percentage points are not meaningful as SinoPac Holdings posted a net loss. Transportation expenses are paid according to "Standards for transportation expenses and attendance fees to be paid to directors, supervisors, and consultants."The company's corporate charter clearly stipulates that if there are earnings as audited at year-end, earnings should be first used to cover previous years' losses and pay taxes in accordance with relevant laws, set aside legal reserves and special earnings reserves as required by law, and the balance should then be used to pay the unpaid interest of preferred shares A for the previous and current years. More than 0.01% and no more than 2% of the above-mentioned balance should be paid to employees and directors and supervisors as bonuses and remunerations respectively. The appropriation of the remaining earnings, after adding the balance of the beginning of the year, is subject to proposals made by the Board of Directors and approval by the AGM. The spirit is to link the remunerations of directors and supervisors to the performance of the firm.
- President & Executive Vice Presidents
The compensations of president and executive vice presidents, based on their professional backgrounds and the standards within the industry, are paid in accordance with the authorization given to the chairman. Besides basic salaries and subsidies, the company will also offer annual bonuses in view of overall operating results and personal performance. Therefore, the compensations of executives are closely tied to the company's operating results. In 2008, the company posted losses, and thus the percentage is not applicable. The total amount of compensations paid to president and executive vice presidents in 2009 accounted for 7.61% of the company's net profit after tax. On the basis of the consolidated financial statements, the percentage is not applicable in 2008, since the net profit after tax in 2008 is negative, the percentage is 15.66% in 2009.
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