In 2016, CTBC marks its Golden Jubilee. The Company adheres to the brand spirit of "We are family", the brand values of "Caring, Professional, and Trustworthy" and the corporate mission of "protect and build". We strive to implement and improve corporate governance across the board, so as to safeguard the interests of all relevant parties and to seek sustainable development.
Shape corporate governance culture
CTBC places great importance on team building when it comes to implementing corporate governance. Once the Board of Directors formulates a policy, each department will institute a hierarchical system of responsibility depending on the task on hand. The goal is to install a culture of corporate governance from top down. A full time "corporate governance officer" directly reports to the Office of Chairman, and a corporate governance unit is designated as chiefly responsible for overseeing the corporate governance and integrity of company operations. Both assist the Board of Directors of the Financial Holdings and each subsidiary thereunder in promoting a comprehensive corporate governance structure.
Separation of ownership and management
CTBC began separation of "management" from "ownership" in 2007. This means directors are no longer allowed to be on the board while concurrently holding a managerial position. Key business proposals and objectives devised by the management team can only be implemented and executed after deliberation and approval of the Board of Directors. The Board is held responsible to supervise the management team whether it is managing according to the business plans or making sure business targets are on schedule.
Increase in the number of board independent directors
In 2014, in order to strengthen the independence of the Board of Directors and expand the diversity of board members, one independent director seat was added to the new board. Currently, among the 9 directors, there are 4 independent directors and 5 general directors.
Director diversity policy
Due to the fast-changing economic environment, the operation of financial industry is increasingly sophisticated, and Board of Directors needs to have the expertise, professional skills and experience to aid in its decision-making. Considering the nature of the banking industry, CTBC seeks excellent candidates from different backgrounds and possessing international experience, perspectiveness, leadership and communication skills. CTBC director composition of, currently, 9 directors all hold diverse educational background and experience, and one of them possesses business experience in a major financial institution (bank, insurance and securities) respectively. Reflecting on gender equality, CTBC subsidiary Taiwan Lottery presently includes 2 female directors.
Currently, CTBC has three functional committees, namely an "Audit Committee", a "Remuneration Committee" and a "Risk Management Committee" under the Board of Directors. The Audit Committee comprises of 4 independent directors, the Remuneration Committee comprises of 3 independent directors, and the Risk Management Committee comprises of 1 directors and 2 independent director.
Improve the function and efficiency of Board of Directors
In order to strengthen the administration of Board meetings, CTBC adopted an online electronic system in 2012, comprehensively transferring the overall administrative process of Board of Directors meetings to be integrated into an electronic submission system. The benefit of this included manpower reduction, convenient supervision and reduction of paper usage etc.
All directors must meet the requirement of further education, minimum 6 hours, per year pursuant to the provisions of "Main Points for Further Education of Director and Supervisor of Listed Company”. All directors have met the standard in 2015. Every December, CTBC carries out an annual performance assessment of the Board of Directors. Meanwhile, in regards to assessment measures, external assessment on the performance of Board of Directors shall be carried out every three years, so as to ensure the quality of internal assessments. Apart from the overall functioning environment of Board of Directors, each director shall carry out self-assessment. Self- assessment results are divided into five levels: namely Excellent, Great, Good, OK and To be improved. The corporate governance unit is tasked to report the assessment results to the Board of Directors, and propose suggestions on areas for improvement. In 2015, the result of the Board of Directors' self-assessment was Excellent, and such assessment method and result is disclosed on the company’s corporate website.
CTBC is committed to maintaining an open and transparent disclosure policy when it comes to company information. The company has released and reported online all information publically required. In 2015, a total of 4 investor conference presentations were held, and the corporate website is in both Chinese and English pages. Information released online includes content on corporate governance, financial report, annual report, and CTBC’s implementation of corporate social responsibility etc.
Instituted an interested party communications platform and a whistleblower channel
CTBC attaches importance to the rights and interests of all interested party. A stakeholder page is readily available on the corporate website. Through appropriate communications, expectations and demands of interested parties such as issues on corporate social responsibility are taken into account, and properly responded to.
Implementation of integrity operation
In order to enforce and value integrity as an integral part of banking operations, CTBC has stipulated a number of guidelines, protocols and codes for employees. These include the "Code of Integrity Operation", "Procedures for Ethical Management and Guidelines for Conduct", "Corporate Governance Best Practice Principles", "Codes of Ethical Conduct", "Employee Code of Conduct", "Code of Corporate Social Responsibility" etc., all efforts to raise the integrity standards at CTBC.
Company integrity and related progress is reported to the Board of Directors every six months.
Through educational training and internal PR by the corporate governance unit and through the audit and internal control mechanism, all CTBC personnel have sufficient understanding of bank policy on integrity in decision making throughout all levels of the company, and the consequences of behaviors violating ethics and truth.
Key governance awards in 2015
In 2015 at the first ever corporate governance assessment, CTBC was placed in the top 20% of enterprises, and inducted into "Taiwan Corporate Governance 100 Index".
On January 3, 2014, the "CG6008 Advanced Corporate Governance Assessment Certificate" was presented to CTBC by the Taiwan Corporate Governance Association. The certification has a validity period of 2 years.
Asiamoney Corporate Governance Poll 2015 awarded CTBC as "Ranking #1 Best Companies in Asia for Corporate Governance".
Corporate Governance Asia appraised and nominated CTBC as an "Icon on Corporate Governance" in 2015.