Taishin FHC Corporate Social Responsibility Report 2019

21 Sustainable Governance 1-1 Corporate Governance Governance Framework Main Responsibilities and Operations of Functional Committees Shareholders' Meeting Boardof Directors Audit Committee Remuneration Committee Audit Division Secretariat Division Risk Management Committee Policy Committee Management Team Commitee Operations in 2019 職掌 Main Responsibilities Audit Committee Remuneration Committee Risk Management Committee Driven by its core value of "Integrity, Commitment, Innovation and Collaboration," Taishin integrates a broad range of resources to maximize business performance while minimize business risks. To effectively raise the efficacy of our corporate governance, we appointed our first corporate governance director, and conducted the performance evaluation of the Board of Directors and its functional committees in 2019. Three of the directors are independent directors, accounting for 42.85% of all directors. In terms of corporate governance, Taishin is ranked among Top 5% of TWSE-listed companies and first ranking which is top 10% of the financial industry by TWSE in the 5th Corporate Governance Evaluation in April 2019. The company has been one of the constituent stocks of the "Corporate Governance 100 Index in Taiwan" since June 2015 as well. Also, Taishin has been selected as a composition of DJSI, and index group that is attracting attention from investors around the world, in both "World" and "Emerging Markets" categories for the first time in 2018 and 2019. And we were recognized as “The 100 most advanced companies” in Vigeo-Eiris Emerging Market Universe. These external accreditations have secured Taishin's place among the world's benchmark companies in terms of corporate governance performance. Taishin FHC believes that a robust corporate governance framework combined with an efficient board make the foundation for sound corporate governance. A strong framework not only improves corporate governance and risk management performance, but also enables the management full control over the Company's business strategies, goals and execution, and enhances its ability to lead the Company through changes in the economic cycle and competitive environment. ● Convener : Independent Director Min-Yu Chang ● Meetings : 10 times ● Averaged attendance rate : 100% ● Convener : Independent Director Yi-Fu Lin ● Meetings : 7 times ● Averaged attendance rate : 90% ● Convener : Independent Director Min-Yu Chang ● Meetings : 5 times ● Averaged attendance rate : 100% ● Establishment and amendment of Asset Acquisition and Disposal Procedures and the internal control system; review on the effectiveness of internal control system. ● Fundraising, offering, or private placement of equity securities, and major transaction of assets or derivatives. ● Appointment, dismissal and remuneration of financial statement auditor; appointment and dismissal of financial, accounting and internal auditing officers. ● Review of annual and semi-annual financial reports. ● Matters involving directors' personal interests ● Establishment and regular review of the compensation policies, systems, standards and structures, and performance of directors and managers. ● Regular review and adjustment of directors' and managers' remuneration. ● Discussion of Taishin's risk management policy. ● Discussion of Taishin's annual risk appetite or risk limit. ● Review of Taishin's regular risk management reports. ● Review or discussion of other material risk management issues identified by Taishin or the authority. Chairman