台新金控

Taishin upholds the corporate values of “integrity, commitment, innovation, and collaboration” and integrated resources from multiple dimensions to ensure the Company's operation efficiency and reduce operational risks. In 2022, we organized continuing education courses on sustainability issues for directors, pushed major subsidiaries to establish Corporate Governance Best Practice Principles, and raised the level of monthly risk management meetings to continue improving our corporate governance performance.In terms of corporate governance, Taishin has maintained good performance in the "Corporate Governance Evaluation" organized by Taiwan Stock Exchange Corporation and was selected as a constituent of the "Taiwan High Compensation 100 Index" in June 2015. We have also been selected in the Dow Jones Sustainability Index (DJSI) Sustainability World Index and Emerging Markets, which are closely monitored by global investors, for five consecutive years since 2018. Taishin was given an AA rating, which is in the leader category, from MSCI ESG Research for 3 consecutive years since 2020.It is evident that Taishin has received international recognition from investors for its 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.

Taishin FHC elects its board members according to the "Taishin FHC Director Election Policy." Taking the diversity into account, composition of the board of directors is not limited by gender, age, ethnicity and nationality, we also takes into consideration of their knowledge and skills. The board of directors serves a term of 3 years. The current board was elected in July 23,2021, comprised of 7 members, including 3 independent directors (1 of whom was female and a certified public accountant). As of December 2022, members of the current board averaged 13.42 years in service. Three of the directors are independent directors, accounting for 42.85% of all directors.

Board members exhibit diverse backgrounds that cover a wide range of expertise including: banking, securities, investment, insurance, other industries, SME, accounting, leadership, international experience, government and public policy, nonprofit organization, information technology, and academic research. All directors possess the relevant risk management experience and expertise needed to supervise major decisions of the management team. Independent directors are appointed according to "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," and the Chairman does not hold any concurrent position as senior manager. Directors' independence is one of the ways through which the Company enforces sustainable governance.

Directors' Continuing Education

Performance of the Board of Directors

Taishin held 14 Board of Directors meetings in 2022, and averaged an attendance rate of 100%. According to the "Regulations of the Board Performance Evaluation," including performance evaluation of functional committees, the organization is required to conduct internal assessments at least once a year and external assessments involving outside experts at least once every three years. The internal assessment was implemented in 2016 and the latest round was completed in 2022. The external assessment has been implemented since 2018 and the latest round was completed in 2021. The assessment results have been disclosed in the Annual Report (data based on information from the most recent round prior to the publication date of the Annual Report) and the "Corporate Governance" section on the Company's website. We have established an objective evaluation system to enhance the performance of Directors.

Self-Assessment Dimension

Taishin FHC has established the Remuneration Committee under the Board of Directors and three Independent Directors currently serve as members of the Committee. Remuneration for directors and managers of Taishin FHC is annually recommended by the Remuneration Committee after taking into consideration various factors such as peer level, individual performance, corporate performance and future risks while taking into consideration the remuneration policy, system, standards and structure, and is ultimately subject to board of directors' review.

Taishin FHC has adopted a long-term incentive program for managers since 2012 that includes a deferral and clawback mechanism. Senior executives' execution bonus is linked to the Company's long-term share price and deferred by 5 years. This system not only reflects future equity value, but also associates managers' compensation more closely with the Company's performance. A recall clause has also been implemented to empower Taishin to call back unpaid incentives should managers violate the employment contract or exhibit any significant error or deterioration in work performance.

Performance and Compensation Dimensions for the President and Managers

Taishin FHC and its subsidiaries participated in 31 domestic and overseas associations in 2022, in hopes of driving the stable development of its financial business through exchanges and cooperation with peers in the industry. For the promotion of its financial business, Taishin Bank participates and plays an important role in many domestic and overseas associations, such as the Bankers Association of the Republic of China, Bankers Association of Taipei, Chinese National Association of Industry and Commerce, and Monte Jade Science & Technology Association of Taiwan. With regard to international exchanges, Taishin participates in the ROC-USA Business Council, Taiwan-Japan Cultural and Economic Association, and Cross-Strait CEO Summit. As for corporate sustainability, Taishin also participates in the ACGA in respond to the trend of sustainable development. Furthermore, Taishin Securities, Taishin Life Insurance, Taishin Venture Capital, Taishin Securities Investment Trust, and Taishin Securities Investment Advisory are either representatives or directors/supervisors of the relevant national industry association. Taishin paid a total of NT$6,423,525 in 2022, in which the highest amount was paid to the Bankers Association of the Republic of China NT$2,449,405, followed by the Chinese National Association of Industry and Commerce (NT$717,500), FinTechSpace (NT$500,000), and Fin & Tech Innovation Village (NT$450,000).

To establish a strong corporate governance and risk management system that guides employees' behaviors and decision process. Taishin performs business activities in accordance with competition laws, and has integrity and governance rules in place to support integrity and culture of the organization.

Training and Education

Taishin main subsidiaries hold large-scale training courses for the entire Company every year to strengthen the fair customer treatment awareness and to enforce requirements. Relevant units within the Company also hold short but intensive training courses for their businesses each quarter to instill the concept of fair customer treatment in employee conduct. In 2022, internal corporate integrity courses received 31,254 enrollments and delivered 46,241 hours of training in total. 100% of employees had completed their training during the year.

Training in Previous Years

Reporting Channels

To encourage report of violations and dishonest conducts, Taishin has implemented a broad variety of communication channels (including hotline, e-mail and physical mailbox) and taken actions to protect employees from retaliation and discrimination for reporting misconduct or participating/ assisting in the investigation.