Composition and Operation of the Board of Directors
Composition of the Board of Directors
SinoPac Holdings' 8th Board of Directors consists of seven Directors including one Executive Director and six non-executive Directors. Three Directors (43%) 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 (same as S&P Global Corporate Sustainability Assessment definition) . Except for the Executive Director for whom the independence criteria of non-executive Directorsdo not apply, the Chairman and other non-executive Directors meet the independence criteria in international practices. As of May 24, 2024, the average term of Directors is 3.8 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). To ensure gender equality in the composition of the Board of Directors, the 8th Board of Directors includes 3 female Directors who account for more than40% of all Directors and Ms. Shi-kuan CHEN was reelected as the Chairman.
The current Board of Directors consists of three female directors and four male directors with an average age of over 55 years old; among them there are three doctors and four masters, all of whom have relevant professional background and experience required by the financial industry or other industries. Based on the professional capabilities of these seven directors, the Board of Directors possesses various skills, such as operational judgments, accounting and financial analysis, business management, crisis management, industry knowledge, international market outlook, leadership, decision-making, and risk management knowledge.
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%. 14 meetings of the Board of Directors were held in 2023 and the average board meeting attendance was 100%. 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.
The number of board meetings of SinoPac Holdings in 2023
14 times
Average actual attendance rate of directors in 2023
100 %
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. In 2022, SinoPac Holdings appointed EY Business Advisory Services Inc. to conduct the performance evaluation of the Board of Directors and functional committees. The Company's overall performance in terms of the structure, people, and process and information of the Board of Directors and functional committees was rated as benchmark. In 2023, the Company conducted an internal self-assessment to evaluate the performance of the Board of Directors. The evaluation criteria were based on the weighted scores of each measurement item, and the results of the evaluation were categorized into five levels, namely, excellent, good, good, fair, and needs to be strengthened, and the circumstances under which the Board of Directors adequately supported the Company's efforts to promote sustainable development and oversee the development of the Company's sustainable development were also included as indicators in the evaluation.
Internal Self-Evaluation of Board Performance (Evaluation Period: January 1, 2023 to December 31, 2023)
| Evaluation Scope | Evaluation Content | Evaluation Results |
|---|---|---|
| Board of Directors |
|
Excellent |
| Individual Board Members |
|
Excellent |
| Audit Committee, Remuneration Committee, and Ethical Corporate Management Committee. |
|
Excellent |
Directors' Remuneration Policy
The range of SinoPac directors’ remuneration including the transportation and attendance fees, compensation, and rewards. The payments for transportation and attendance allowances shall be processed in accordance with the "Payment Guidelines for Transportation and Attendance Allowances for Directors, Supervisors, and Consultants" adopted by the Board of Directors. The directors’ remuneration is determined by the Remuneration Committee and the Board of Directors with reference to the industry’s average level. The criteria and procedures for appropriating directors’ remuneration are specified in the Articles of Incorporation. The rate and amount of director's compensation are based on the results of director's performance evaluation, the performance of duties, the company's financial and operating performance, corporate governance and ESG performance, and the reasonableness of the correlation of future risks, with reference to the industry's average level, and are reviewed and approved by the Remuneration Committee and the Board of Directors, and reported to the shareholders' meeting.