元大金控 元大金控 元大金控

Yuanta’s director (and independent director) elections have a set nomination system in which shareholders holding 1% or more of the Company’s total shares, as well as the board of directors must submit a list of director nominations. After being reviewed by the board to ensure that candidates meet all necessary conditions, a final list of nominees is submitted to the shareholders meeting for approval. Independent directors make up 44% of board members, with their role and functions regarding both the Board and the Company’s operations are clearly laid out in the “Scope of Duties for Independent Directors”.

In addition to attending regular board and Audit Committee meetings, each independent director also meets with corporate leadership and both departmental and office managers to go over issues regarding corporate governance or business development in hopes of ensuring maximum effectiveness through the harnessing of the skills and assistance of management. In order to spur operational efficiency and business decisions & plans, the Company not only provides each independent director with their own dedicated office and equipment, but also a personal secretary to assist in the timely administration of affairs. Additionally, independent directors personally visit the Company several times each week, investing considerable time reading through meeting minutes and making appointments with managers to gain a deeper knowledge of the Company's financial, accounting, auditing, and risk control affairs and the overall situation of the Company.

In accordance with the Board and Functional Committees Evaluation Procedures of Yuanta Financial Holding Company, Ltd. (hereinafter referred to as the “Evaluation Procedures”), the board of directors and the functional committees of the Company shall conduct the performance evaluation of the board of directors and the functional committees annually in accordance with the evaluation procedures and evaluation indicators. The results of the performance evaluation of the board of directors and the functional committee for the year 2023 were discussed and approved by the eighth (8th) meeting of ninth (9th) nominating committee on December 27, 2023 and the 22nd meeting of the ninth (9th) board of directors on December 27, 2023.

The Company shall consider the Company’s situation and needs to establish the items for board performance evaluation, and shall include at least the following six major aspects:
 1. Level of involvement in the Company's operations
 2. Raising the decision-making quality of the board
 3. Composition and structure of the board
 4. Director selection and continuing education
 5. Internal controls
 6. Involvement in sustainable development (ESG)
The performance evaluation of a board member (self or peer) shall include at least the following six major aspects of measurement:
 1. Mastery of the Company's goals and tasks
 2. Awareness of a director's responsibilities
 3. Level of involvement in the Company's operations
 4. Internal relationship management and communication
 5. Director professionalism and continuing education
 6. Internal controls
The performance evaluation of the audit committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the audit committee's responsibilities
 3. Raising the decision-making quality of the audit committee
 4. Composition of the audit committee and member selection
 5. Internal controls
The performance evaluation of the remuneration committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the remuneration committee's responsibilities
 3. Raising the decision-making quality of the remuneration committee
 4. Composition of the remuneration committee and member selection
 5. Internal controls
The performance evaluation of the sustainable development committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the sustainable development committee's responsibilities
 3. Raising the decision-making quality of the sustainable development committee
 4. Composition of the sustainable development committee and member selection
 5. Internal controls
The performance evaluation of the nominating committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company's operation
 2. Awareness of the nominating committee's responsibilities
 3. Nomination review and decision making
 4. Raising the decision-making quality of the nominating committee
 5. Composition of the nominating committee and member selection
 6. Internal controls
The performance evaluation of the risk management committee shall include at least the following five major aspects of measurement:
 1. Level of involvement in the Company’s operation
 2. Awareness of the nominating committee’s responsibilities
 3. Raising the decision-making quality of the risk management committee
 4.Composition of the risk management committee and member selection
 5. Internal controls

The Company conducts its own performance evaluation by means of internal questionnaires. The executive unit of the performance evaluation collects information related to the activities of the board of directors and functional committees, and distributes the relevant self-evaluation questionnaires to be fill out, such as Schedule 1 “Self-assessment Questionnaire of the Board of Directors’ Performance Evaluation,” Schedule 2 “Self-assessment Questionnaire of the Board Members’ (Self or Peers) Evaluation,” Schedule 3 “Self-assessment Questionnaire of the Audit Committee’s Performance Evaluation,” Schedule 4 “Self-assessment Questionnaire of the Remuneration Committee’s Performance Evaluation,” Schedule 5 “Self-assessment Questionnaire of the Sustainable Development Committee’s Performance Evaluation,” Schedule 6 “Self-assessment Questionnaire of the Nominating Committee’s Performance Evaluation,” and Schedule 7 “Self-assessment Questionnaire of the Risk Management Committee’s Performance Evaluation.” After the completed questionnaires are collected, the evaluation result report is recorded and compiled according to the scoring criteria of the evaluation indicators, and the report is submitted to the nominating committee and the board of directors for discussion.

The results of the performance evaluation of the Company’s board of directors will be provided to the nominating committee for reference in the selection or nomination of director candidates, and the results of the performance evaluation of individual directors will be provided to the remuneration committee for reference in determining their individual remuneration.

In order to enhance the effectiveness of the board of directors’ operations, the performance evaluation is conducted by an external professional and independent organization or a team of external experts and scholars at least once every three years as stipulated in the Evaluation Procedures. The external evaluation organization or team of external experts and scholars to be appointed to conduct the performance evaluation of the board of directors shall be “professional and independent,” “a relevant organization or management consulting firm that mainly undertakes education and training courses related to the board of directors,” “a relevant organization or management consulting firm that provides services to enhance corporate governance, etc.” At least three experts or scholars in the field of board of directors or corporate governance shall also be appointed to evaluate the implementation of the performance evaluation of the board of directors, complete the external evaluation analysis report, and present the evaluation results and improvement plans to the board of directors for reporting.

In September 2021, the Company commissioned the Taiwan Corporate Governance Association (TCGA) to conduct a board of directors' effectiveness evaluation for the period from August 1, 2020 to September 30, 2021. The organization appointed three evaluation experts to evaluate the effectiveness of the board of directors by means of questionnaires and on-site visits on eight major components and 38 questions, including 1. board composition, 2. board guidance, 3. board authorization, 4. board supervision, 5. board communication, 6. internal control and risk management, 7. board self-regulation, and 8. other aspects, such as board meetings and support systems, etc. The organization and the executive experts have no business dealings with the Company and the evaluation report was presented on October 8, 2021. The Company reported the evaluation results at the 36th meeting of the 8th board of directors on November 19, 2021, and based on the evaluation results, it is used as a reference to continuously refine the functions of the board of directors. TCGA’s overall assessment and recommendations and the Company’s improvement actions are as follows:

TCGA's Overall Comments:

1. Your company appointed an external professional independent organization to conduct a performance evaluation of the board of directors for the first time in 2018. In addition to presenting the evaluation results to the board of directors, your company has also included relevant recommendations as a priority plan to enhance corporate governance. After the last external evaluation, your company continues to commission an external professional and independent organization to evaluate the performance of the board of directors, which demonstrates your company’s ambition to continuously improve the effectiveness of the board of directors.
2. Your company attaches importance to the cultivation and training of senior talents and has formulated a comprehensive talent development system. Through cross-company or cross-duty rotational training and participation in relevant training courses, each successor will gain an in-depth understanding of the Group’s overall development strategy, cross-company communication and coordination mechanism, decision-making mindset, and management practices such as policy implementation operations. Your company has also established the Yuanta MBA program to cultivate cross-sector executives, and has made succession training an important goal for executives at all levels. The relevant performance results and execution priorities for the following year are also regularly reported to the board of directors.
3. Your company is committed to sustainable management and development, active implementation of corporate social responsibility, and the implementation of integrity management-related issues. Under the sustainability committee, your Company has established the Center for the Promotion of Integrity Management and the Center for the Promotion of Corporate Social Responsibility, each headed by two independent directors, which hold quarterly working meetings, draw up a roadmap for the Group’s sustainable development strategy from 2021 to 2025, and refine the requirements of Dow Jones Sustainability Index (DJSI)-related indicators. These efforts demonstrate your company’s commitment to sustainable management and the importance and value of independent directors.

1. Your company reports to the board of directors at the beginning of each year on the implementation of its medium and long-term strategies. Since strategic guidance is one of the important functions of the board of directors, we suggest that your company consider discussing with your independent directors in depth the environment and major development strategies faced by the Company at your regular annual meetings or on other occasions, so that the independent directors can participate more fully in the construction and formation of various strategic plans and provide professional guidance and consultation, so as to further enhance the effectiveness of the board of directors.
2. The nominating committee of your company is currently responsible for setting the selection criteria for board members and related succession plans. It is recommended that succession and training plans for senior managers be included in the scope of supervision, and that the operation of the related mechanisms be regularly reviewed to strengthen the functions of the board of directors and functional committees in supervising the effectiveness of the implementation of talent cultivation, so as to continue to create momentum for sustainable development of the Company.

1. The Company will discuss in depth with the independent directors on the environment and major development strategies faced by the Company before the implementation of medium and long-term strategies are presented to the audit committee and the board of directors, so that the independent directors can provide their professional guidance and consultation to enhance the effectiveness of the board of directors.
2. The succession plan for senior managers has been included in the nominating committee’s responsibilities, and the board of directors has amended the Nominating Committee Charter on March 15, 2022.

The Company employs a candidate nomination system to elect directors. The Nominating Committee shall nominate candidates according to the number and qualifications of the directors to be elected for the term. After the board of director approves the candidate nomination, the candidates are combined with the nominees recommended by the shareholders to be put to a vote in the shareholders’ meeting.

For the succession planning of the board members, in addition to compliance with legal requirements, the Company shall seek out suitable candidates with the required diverse backgrounds covering professional knowledge, skills, experience, and gender, as well as the standard of independence, based on the Company’s development direction and medium-to-long-term strategic goals. Besides being considered with a diversified range of knowledge and skills (such as finance, law, accounting, industry, finance, marketing, technology, or risk management) and industry-related experience, the succession candidates shall have a comprehensive competency in operational judgement, accounting and financial analysis, business management (including subsidiary management), crisis handling, industry knowledge, international market, leadership, decision making, and risk management knowledge and capability.

In consideration of the positioning of the professional directors of the board of a financial holding company (FHC) and the Company’s operational and strategic development, the board members shall not only be equipped with the aforementioned abilities but also have the ability to advance the Company’s core business and medium-to-long-term development strategies as well as enhance corporate governance in order to fully execute the capacity of the board in decision making and overseeing the Company.

The key management staff and functional heads of the Company also attend board and other related meetings. In addition to being familiar with the operation of the board of directors and related meetings, the directors’ professional knowledge and ability can be gradually honed and developed in the formulation and development of corporate strategies, supervision and enforcement of internal control and legal compliance, and control and response of risk management. Basically, the Company has perfected their ability to serve as the future directors of the FHC by assigning professionals and senior managers to each subsidiary as directors to participate in the supervision and management of the subsidiary’s development planning, internal control, legal compliance, and risk control. The Company’s current chief executive officer, chief functional officers and related executives have experienced directorships and supervisory positions in subsidiaries and are familiar with operations and decision making of the board as well as internal control, risk control, legal compliance, and corporate strategic planning of each company. This combination of practical participation and personal professional training can enhance the vision of decision making and supervisory ability, which is an excellent talent pool for the succession planning of the board of directors of the FHC. The Company conducts an annual performance evaluation on its directors and the directors of its subsidiaries. In addition, internal evaluation of the senior management staff on their performance targets is also conducted by each company, which may be used as a reference in selecting succession candidates for directors.

The Company’s director succession planning employs not only the recruitment of professionals from outside of the Company but also cultivates internal directors, directors of subsidiaries, and senior management staff as succession candidates in preparation for director succession, balancing “professionalism” with “legacy,” which in turn establishes a solid foundation for sustainability.

On June 10, 2022, the Company fully re-elected its board of directors. In accordance with the Company’s development direction and medium- and long-term strategic objectives, the Company elected Mr. Chien Weng, chief executive officer of the Company, and Ms. Sheau Wen Yang, an independent director of Yuanda Life, as the new directors, whose professional qualifications are in line with the Company’s diversity policy and objectives, as suitable successors.

In the year 2022, the FHC recruited a number of professionals to serve as directors and independent directors of its subsidiaries, including Mr. Pin Cheng Chen (former Vice Chairman of KGI Futures) as a director of Yuanta Securities and Yuanta Futures, and Mr. Chi Chun Liu (Director of Center for the Study of Banking and Finance, National Taiwan University), Mr. Jin Tin Pan (former Chairman of Taiwan FamilyMart Co., Ltd.), Mr. Chung Chuan Wu (former Deputy Director General of Insurance Bureau, Financial Supervisory Commission (Taiwan)), Mr. An Pin Chen (former Executive Director of FinTech Innovation Research Center, National Chiao Tung University (Taiwan)), Ms. Yeali S. Sun (Board Director of National Institute of Cyber Security (Taiwan)) and Mr. Biing Shen Kuo (former Board Director of First Financial Holdings) as independent directors of Yuanta Securities, Yuanta Bank, Yuanta Life, and Yuanta Futures, and appointed Ms. Christine Hu (former Director of News Department of USTV) as chairwoman of Yuanta Securities Investment Consulting. The addition of outside professionals to the board of directors of each subsidiary of FHC not only enhances the vision of decision making, but also deepens the supervisory ability and strengthens corporate governance, and significantly improves the effectiveness of the board of directors.

The current chairman of FHC, Mr. Tony Shen, chief executive officer of FHC, Mr. Chien Weng, chairman of Yuanta Bank, Ming Hsiu Tsai, chairman of Yuanta Securities, Mr. Vincent Chen, chairman of Yuanta Futures, Mr. Tien Fu Lin, chairman of Yuanta Securities Finance, Mr. Shao Hsing Kung, and chairman of Yuanta Venture Capital, Mr. Arthur Chen, have all served in senior management positions in Yuanta Group, all of which are concrete manifestations of the “professionalism” and “legacy” of the directors’ succession planning of the Company.

To facilitate proper management of investment matters, the Company has set the “Guidelines for the Selection, Services, and Assessment of Investment Directors and Supervisors”. This is aimed at improving coordination between the Company and directors & supervisors involved in investment matters, and protecting our investments through stronger management.

When directors or supervisors are assigned to investment matters by the Company, their qualifications and concurrent service should be verified as being in compliance with relevant legislation through the “Eligibility Checklist for Directors and Supervisors” and the “Stakeholder System Search Results”. The person being appointed, the Company to which they are being appointed, and any others directly involved, should be made familiar with this in order to facilitate declarations to the competent authorities and other matters related to the task at hand.