Implementation Status
| Item | Status of Operation | Divergence from Corporate Governance Practice Principles for financial holding companies and reasons |
|---|---|---|
| 1. Shareholding Structure & Shareholders' Rights of Financial Holding Company (the "Company") (1)Has the Company stipulated internal operation procedures or policies to handle shareholder suggestions, doubts disputes and lawsuits and implemented such procedures or policies? (2)Has the Company possessed a list of major shareholders and a list of ultimate owners of these major shareholders? (3)Has the Company established and implemented risk management mechanism and "firewall" between the Company and its affiliated enterprises? |
(1) Shareholder suggestions are handled by the personnel in charge. The company website also has a Shareholder Services area disclosing shareholder contact information. (2) A list of major shareholders of SinoPac Holdings is handled by the Secretariat of the Board of Directors. A list of major shareholders of subsidiaries is handled by the Finance Management Division. (3) To effectively manage the risks arising from the operations of SinoPac Holdings and its subsidiaries, the Board of Directors serves as the highest supervisory unit in charge of approving the risk management policy and risk appetite or limit and giving the management authority for daily risk management. The Risk Management Division takes in charge of developing the risk management policies, guidelines, and systems for SinoPac Holdings and its subsidiaries. In addition to implementing the risk management policies, guidelines, and systems approved by the Board of Directors, the Risk Management Division is responsible to regularly evaluate the performance of SinoPac Holdings and its subsidiaries in terms of risk management. Credit extension to stakeholders, such as Directors, Supervisors, persons in charge, and major shareholders of SinoPac Holdings and its subsidiaries, and any other deals comply with Articles 32, 33, and 33-1~33-4 of the Banking Act and Articles 44 and 45 of the Financial Holding Company Act. SinoPac Holdings has established the "Firewall Policy", which specifies the firewall regulations governing personnel, information, business dealings or transactions, and the cross-industry provision of financial products and service, to prevent conflict of interest that may arise from the business dealings or transactions between SinoPac Holdings and its subsidiaries.
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No divergence |
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2. Composition and Responsibilities of the Board of Directors
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(1) SinoPac Holdings has established the Audit Committee and the Remuneration Committee. Both Committees are composed of 3 Independent Directors. On March 23, 2018, SinoPac Holdings established the Ethical Corporate Management Committee, which was composed of 3 Independent Directors and the Independent Directors of Bank SinoPac and SinoPac Securities. The organization, responsibility, and operations of these 3 committees comply with the "Audit Committee Organizational Charter", the "Remuneration Committee Organizational Charter", and the "Ethical Corporate Management Committee Organizational Charter", respectively. |
No divergence |
| 3. Has the Financial Holding Company establish corporate governance (part-time) unit, or personnel that are responsible for corporate governance matters? | The Secretariat of the Board is responsible for overseeing and coordinating corporate governance-related matters; providing directors with information required for performing their duties; assisting directors in legal compliance; handling matters related to Board of Directors' meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders' meetings; and preparing minutes of Board of Directors' meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders' meetings. On May 24, 2019, the Board of Directors passed the resolution to appoint the Chief Secretary under the Secretariat of the Board as Corporate Governance Officer, whose scope of duties includes handling matters related to Board of Directors' meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders' meetings in accordance with the law; preparing minutes of Board of Directors' meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders' meetings; assisting directors in taking office and continuing education/training; providing directors with information required for performing their duties; as well as assisting directors in legal compliance. The duties performed in 2020 are listed as follows: (1) Assisted independent directors and directors in performing their duties, provided them with the necessary information, and arranged for continuing education/training for them. (2) Facilitated the procedures for Board of Directors' meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders' meetings, and matters related to legal compliance of resolutions. (3) Drafted the agendas for a Board of Directors' meeting and notified directors thereof seven days prior to the meeting; convened meetings and provided meeting materials; reminded directors of necessary recusal in advance; and prepared and distributed the minutes of a Board of Directors' meeting to directors within 20 days after the meeting. (4) Drafted the agendas for an Audit Committee meeting or a Remuneration Committee meeting and notified the committee members thereof seven days prior to the meeting; convened meetings and provided meeting materials; reminded the committee members of necessary recusal in advance; and prepared and distributed the minutes of a meeting to the committee members within 20 days after the meeting. (5) Registered the date of a shareholders' meeting in advance and prepared the meeting notice, handbook, and meeting minutes within the statutory time limit in accordance with the law. (6) Assisted directors in legal compliance. The status of continuing education/training for directors in 2020 is listed as follows: (1) Securities and Futures Institute/"Employee Reward Strategies and Utilization of Tools" (3 hours) (2) Taiwan Insurance Institute/"Lecture on Corporate Governance (10th Session in 2020) - Corporate Integrity" (3 hours) (3) Taiwan Academy of Banking and Finance/"Interpretations of the Company Act and International Trends of Anti-Money Laundering and Counter-Terrorism Financing (1st Session)" (3.5 hours) (4) Taiwan Corporate Governance Association/"10 Compulsory Lessons on Corporate Governance"(3 hours) |
No divergence |
| 4. Has the Financial Holding Company established communication channel with stakeholders? |
SinoPac Holdings identified and reviewed the groups of stakeholders in each year. The key stakeholder groups, including employees, customers, shareholders (investors), suppliers, media, communities/NPO/NGO, and regulatory agencies, for dedicated communication channels. For example, SinoPac Holdings has established a Stakeholder Engagement area on the company website, regularly holds investor conferences, issues press releases, participates in seminars and forums, and works with regulators in policy suggestions, to ensure that feedback and stakeholder concerns are considered in the future business development, product design, service channels, and community feedback. By doing so, SinoPac Holdings aims to maintain good interaction and engagement with all stakeholders.
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No divergence |
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5.Information Disclosure (3) Has the Company publicly announced and registered the annual financial |
(1) SinoPac Holdings has set up a website to disclose company information, including financial updates, business operations, and corporate governance.
(3) SinoPac Holdings has publicly announced and registered the annual financial statements after the close of each fiscal year and the monthly operating status within the respective time limits set forth in the Financial Holding Company Act and the Securities and Exchange Act. According to the FSC Official Letter No. 10110002230, the Q1 and Q3 financial statements have been publicly announced and registered within 60 days after the end of the first and third quarters, respectively, and the Q2 financial statements have been audited and certified by the CPAs and registered within two months after the end of the second quarter. . |
No divergence |
| 6. Has the Financial Holding Company provided any other material information that may assist in the understanding of corporate governance of the Company. (including but not limited to employee rights, care for colleagues, investor relations stakeholder related rights, board and supervisor training, risk management and risk evaluation standards, execution of customer service and policies, banking participation in liability insurance of directors and supervisors, political and stakeholder and charity donations, etc.) | (1) According to Chapter 4 "Strengthening the Functions of the Board of Directors" in the "Corporate Governance Guidelines" of SinoPac Holdings, a diversity policy shall be adopted in the composition of the Board of Directors. SinoPac Holdings' 7th Board of Directors consists of seven directors, including three independent directors, one director who concurrently serves as a managerial officer at SinoPac Holdings (where Director Mr. Stanley CHU concurrently serves as the President of SinoPac Holdings), and three directors who do not concurrently serve as a managerial officer at SinoPac Holdings. The composition of the Board of Directors is diverse with different professional experiences (e.g., financial holdings, banking, securities, financial administration or management, and others) or backgrounds (e.g., banking, commerce, law, accounting, finance, information security/information technology, and risk management). In addition, these directors possess the knowledge, skills, and competencies required to perform their duties. The diversity policy has been disclosed on the company website and MOPS. (2) SinoPac Holdings holds Board meetings on a monthly basis. In 2020, the actual attendance rates of directors averaged 98.96%. (3) Directors with conflict of interest relating to any agenda shall recuse themselves from voting in accordance with the law. (4) SinoPac Holdings has purchased liability insurance for directors and supervisors. (5) SinoPac Holdings has established risk management guidelines as the basis principles of risk management for SinoPac Holdings and its subsidiaries. Each major subsidiary has also established various relevant risk management policies and rules for its businesses. (6) Bank SinoPac has its own customer service center, while SinoPac Securities has its own customer service section, where dedicated customer service personnel offers free customer service hotlines and online services as a mechanism to provide customers with the fastest and most convenient services and solve customers' problems, in hopes of protecting consumers and satisfying customers. (7) SinoPac Holdings has established work rules and regulations governing salaries and benefits as the basic principles of personnel management for SinoPac Holdings and its subsidiaries. Each major subsidiary has also established various relevant personnel management policies and rules based on its business characteristics in compliance with these principles. As regards employee training and development, the Human Resources Division is responsible for planning and conducting training and career development. (8) In order to realize the spirit of corporate governance, SinoPac Holdings actively communicates with investors its overall vision and strategies. (9) SinoPac Holdings discloses information, such as financial statements, material information, and investor conferences, on a regular basis and in real time to assist investors and the market in understanding its business operations, financial position, and strategy implementation. (10) With respect to investor relations, SinoPac Holdings has set up the "Investor Relations" section on its company website to disclose accurate and complete information of SinoPac Holdings to the public, including major announcements, press releases, and annual reports. Dedicated personnel from the Finance Management Division has been appointed to respond to investors' inquiries. (11) A feedback mechanism has been set up on the websites of SinoPac Holdings and its subsidiaries, with a view to providing investors with a channel of communication and handling investors' complaints and suggestions efficiently. (12) To prevent insider trading, the "Equity Management Policy," "Work Rules," and "Ethical Management Procedures and Guidelines for Conduct" established by SinoPac Holdings clearly prohibit directors, managers, insiders, and employees from being involved in insider trading. These regulations have been disclosed on the Intranet for all employees to follow and prevent insider trading. SinoPac Holdings also organized the following training courses on insider trading for directors, managerial officers and employees on a regular basis or from time to time: a. On May 13, 2020, SinoPac Holdings provided directors with the "Directions Concerning Securities Market Regulatory Matters for TWSE Listed Companies and Their Directors, Supervisors, and Major Shareholders" and "Compliance Brochure for Directors and Supervisors of TWSE/TPEx-Listed and Emerging Market Companies," in order to promote the prevention of insider trading. On January 22, 2020, April 8, 2020, and October 20, 2020, and July 29, 2020, SinoPac Holdings organized training for directors to educate them about the common patterns of violation of the Securities and Exchange Act associated with the registration of change of equity among insiders, and ensure that such changes are made in accordance with the relevant regulations, so as to avoid penalties. b. In 2020, SinoPac Holdings organized on-the-job training for compliance officers of SinoPac Holdings and its subsidiaries. c. In 2020, SinoPac Holdings organized an online training course on ethical corporate management for all employees of SinoPac Holdings and its subsidiaries. (13) In 2020, SinoPac Holdings and its subsidiaries did not make any donation to any political parties or interested parties: a. March 2020, SinoPac Leasing (Tianjin) Co., Ltd.donated RMB50,000 to the Red Cross Society of China Tianjin Branch. b. April 2020,SinoPac International Leasing Corp. donated RMB50,000 to the Nanjing Charity Foundation. c. July 2020, Bank SinoPac donated NT$1,500,000 to the Taiwan Financial Services Roundtable, in order to set up a financial services industry education charity fund, with the aim of helping underprivileged young people complete their studies successfully. d. In August 2020, the Board of Directors of both Bank SinoPac and SinoPac Securities approved a joint donation of NT$32,000,000 to establish the "SinoPac Foundation" (in the works), in hopes of putting into practice the concept of charity over the long run through the operation of the foundation. e. September 2020, Bank SinoPac donated NT$113,715,282 to the Small & Medium Enterprise Credit Guarantee Fund of Taiwan. f. October 2020, Bank SinoPac donated NT$99,456 to the Chiayi Fu An Wang Ye Charity Foundation, in order to purchase microinsurance products, with a view to benefiting underprivileged people. g. November 2020, SinoPac International Leasing Corp. donated RMB5,200 to the Guangdong Wheatfield Education Foundation. h. In 2020, Bank SinoPac donated NT$19,917,162 to National Cheng Kung University in order to set up an industry-academia collaboration platform, whose goals are to foster startups and talents, to put artificial intelligence (AI) into practice, and to speed up digital transformation. |
No divergence |
| 7. The TWSE Corporate Governance Center released its Corporate Governance Evaluation results. Please disclose any improvements done, and plans for future improvements. | Status of improvements: (1) The Board of Directors consisted of at least one female director. (2) No single company accounted for more than one-third of the Board of Directors. Plans for future improvements: (1) Specify the Company’s dividend policy. |
No significant divergence |