Composition and Operations of the Board of Directors
- Composition and Operations of the Board of Directors
- Senior Executive Remuneration
Composition of the Board of Directors
SinoPac Holdings' 7th Board of Directors consists of seven Directors including one Executive Director and six non-executive Directors. Three Directors (42.86%) meet the criteria for independent director based on the laws and regulations of Taiwan and six Directors (86%) meet the criteria for independent directors based on international practices. As of May 12, 2022, the average term of Directors is 4.4 years. SinoPac Holdings values diversity in the composition of the Board of Directors and stipulates in the "Corporate Governance Guidelines" that diversity must be considered for the composition of the Board of Directors, and the Company must establish suitable diversity policies for basic qualifications and values (including but not limited to gender, age, nationality, race, and culture). The Board of Directors elected Ms. Shi-kuan CHEN as the Chairman on May 13, 2020. SinoPac Holdings thus became the first private financial holding company in Taiwan to have a female chairman and attained the provisional target of having at least one female director.
The current Board of Directors consists of one female director and six male directors with an average age of more than 55 years old. The members include three PhDs and four masters with diverse backgrounds and experience in finance and other industries. Based on the professional skills of these seven directors, the Board of Directors as a whole possesses a wide range of skills, including the abilities to make operational judgments, perform accounting and financial analysis, perform business management, perform crisis management, knowledge of the industry, an international market perspective, leadership, decision-making, and risk management.
Operations of the Board of Directors
As a principle, SinoPac Holdings' Board of Directors convenes one meeting each month and the minimum of attendance for all members required is 80%. 13 meetings of the Board of Directors were held in 2021 and the average board meeting attendance was 98.9%. The average board meeting attendance of Directors is included as an evaluation item in the performance evaluation of individual Directors. Directors that have conflicts of interests in resolutions would recuse themselves from voting in accordance with laws. SinoPac Holdings has purchased the liability insurance for directors, supervisors, and managers since 2003 and review the contents of insurance policies each year. The Company established the "Standard Operating Procedures for Requests Filed by Directors" to respond to requests of Directors, help Directors perform their duties, and improve the performance of the Board of Directors.
SinoPac Holdings uses the TWSE Market Observation Post System, corporate website, and annual reports to disclose the Directors' education/training and attendance in the Board of Directors. Major resolutions are disclosed in the Annual Report (extracts of the meeting minutes of the Board of Directors are disclosed on the company website) as well as recusals of Directors from agenda items due to conflicts of interests to improve information transparency in the operations of the Board of Directors.
Board Performance Review
SinoPac Holdings has established the Regulations Governing the Evaluation of the Performance of the Board of Directors in 2018. The performance of the Board of Directors and functional committees should be reviewed according to the review procedures and indicators set forth in the Regulations on an annual basis. The performance review of the Board of Directors and functional committees shall be conducted by an external professional independent institution or a team of external experts and scholars at least once every three years, and the results of performance review shall be reported to the Board of Directors before the end of March in the following year. For the scoring criteria, each review item is scored using the weight method, and performance evaluation results are divided into five levels, namely excellent, very good, good, fair, and poor. The results of the internal self-evaluation of the Board of Directors in 2021 are specified below:
Board Nomination and Election System
The selection of board members of SinoPac Holdings is mainly based on professional skills, industry experience, ethics, and reputation in society. The Company also sets diversity criteria for gender and age. The Board of Directors as a whole possesses 9 major capabilities including operational judgments, accounting and financial analysis, business management (including management of the subsidiaries), crisis management, knowledge of the industry, an international market perspective, leadership, decision-making, and risk management skills.
SinoPac Holdings specifies in the Articles of Incorporation that the Company shall have 7 to 11 Directors. The detailed nomination and election procedures are as follows:
