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Implementation Status

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Item Status of Operation Divergence from Corporate Governance Practice Principles for financial holding companies and reasons
1. Shareholding Structure & Shareholders Rights of Financial Holding Company (the "Company")

(a)Has the Company stipulated internal operation procedures or policies to handle shareholder suggestions, doubts disputes and lawsuits and implemented such procedures or policies?

(b)Has the Company possessed a list of major shareholders and a list of ultimate owners of these major shareholders?

(c)Has the Company established and implemented risk management mechanism and "firewall" between the Company and its affiliated enterprises?

 (a)Shareholder suggestions are handled by the personnel in charge.
The company website also has a Shareholder Services area disclosing shareholder contact information.
(b)A list of major shareholders of SinoPac Holdings is handled by the Secretariat of the Board of Directors. A list of major shareholders of subsidiaries is handled by the Finance Management Division.
(c)SinoPac Holdings and its major subsidiaries (including Bank SinoPac and SinoPac Securities) have established an independent risk management division each to manage their respective risks.
Credit extension to stakeholders, such as Directors, Supervisors, persons in charge, and major shareholders of SinoPac Holdings and its subsidiaries, and any other deals comply with Articles 32, 33, and 33-1~33-4 of the Banking Act and Articles 44 and 45 of the Financial Holding Company Act.
SinoPac Holdings has established the "Firewall Policy", which specifies the firewall regulations governing personnel, information, business dealings or transactions, and the cross-industry provision of financial products and service, to prevent conflict of interest that may arise from the business dealings or transactions between SinoPac Holdings and its subsidiaries.

 

 

No divergence
2. Composition and Responsibilities of the Board of Directors

(a)In addition to Compensation Committee and Audit Committee, has the Company established other functional committee voluntarily?

(b)Has the company evaluated external auditors independence regularly?

 (a)SinoPac Holdings has established the Audit Committee and the Remuneration Committee. Both Committees are composed of 3 Independent Directors. On March 23, 2018, SinoPac Holdings established the Ethical Corporate Management Committee, which was composed of 3 Independent Directors and the Independent Directors of Bank SinoPac and SinoPace Securities. The organization, responsibility, and operations of these 3 committees comply with the "Audit Committee Organizational Charter", the "Remuneration Committee Organizational Charter", and the "Ethical Corporate Management Committee Organizational Charter", respectively.
(b) SinoPac Holdings engages CPAs on a yearly basis and evaluates their independence. The evaluation criteria include not being SinoPac Holdings stakeholder or shareholders, not holding any position in SinoPac Holdings, without disciplinary action been recorded, and not being engaged for 7 consecutive years. The results of evaluation have been reported to the Audit Committee on February 15, 2019 and passed by the Board of Directors on February 22, 2019.
All CPAs meet SinoPac Holdings independence evaluation criteria, and SinoPac Holdings has received the independence statement from the CPAs.

No divergence
3. Has the Financial Holding Company establish corporate governance (part-time) unit, or personnel that are responsible for corporate governance matters?  The Secretariat of the Board of Directors is responsible for corporate governance matters, including providing Directors any information required for performing their duties, holding the Board meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders meetings, and keeping the minutes at the aforementioned meetings according to the law. The Chief Secretary of the Company has worked in the legal and corporate governance-related management for listed companies for more than 20 years. The primary duties of the Chief Secretary (as Corporate Governance Officer)are to assist the Board of Directors in implementing corporate governance and legal compliance and fulfilling the duty of care as a good administrator, so as to strengthen the efficiency and functions of the Board of Directors.
In 2018, the performance of the duties is as follows:
1. Assisted Independent Directors and Directors in performing their duties, provided necessary information, and arranged for continuing education for directors.
2. Facilitated the procedures for the Board meetings and shareholders meetings and the compliance of resolutions.
3. Drafted the agenda seven days prior to the Board meeting, convened the Board meeting and provided meeting materials, reminded Directors of necessary recusal in advance, and completed the meeting minutes within 20 days after the meeting.
4. Registered the date of the shareholders meeting in advance according to the law and prepared the meeting notice, handbook, and meeting minutes within the statutory time limit.
5. Assisted Directors in legal compliance.
Continuing education for Directors in 2018 is as follows:
3-hour lecture on "International Trends and Executives Responsibility for Anti-money Laundering"
8-hour on-the-job Training for Compliance Officer (1st Half of the Year)
8-hour on-the-job Training for Compliance Officer (2nd Half of the Year)
3-hour Internal Control Training for Management
1-hour Training on EUs General Data Protection Regulation
2-hour Information Security Training - Preventing Malicious Emails & Social Engineering Attacks
No divergence
4. Has the Financial Holding Company established communication channel with stakeholders?  

Each year, SinoPac Holdings reviews and evaluates all key stakeholder groups, including employees, customers, shareholders (investors), suppliers, media, community groups or NPOs/NGOs, and regulators, for dedicated communication channels. For example, SinoPac Holdings has established a Stakeholder Engagement area on the company website, regularly holds investor conferences, issues press releases, participates in seminars and forums, and works with regulators in policy suggestions, to ensure that feedback and stakeholder concerns are considered in the future business development, product design, service channels, and community feedback. By doing so, SinoPac Holdings aims to maintain good interaction and engagement with all stakeholders.

 

No divergence
5.Information Disclosure

(a)Has the Financial Holding Company established a corporate website to disclose information regarding the companys financials, business and corporate governance status?

(b)Has the Financial Holding Company established any other information disclosure channels (e.g. maintaining a website in English, designating people to handle information collection and disclosure, appointing spokespersons, webcasting investors conference, etc.)?
 

(a)SinoPac Holdings has set up a website to disclose company information, including financial updates, business operations, and corporate governance.

(b)SinoPac Holdings has set up both Chinese and English websites and has designated personnel to be in charge of collecting and disclosing company information. SinoPac Holdings has also appointed the spokesperson and the acting spokesperson to be in charge of disclosing company information in an uniform manner.

No divergence
6. Has the Financial Holding Company provided any other material information that may assist in the understanding of corporate governance of the Company. (including but not limited to employee rights, care for colleagues, investor relations stakeholder related rights, board and supervisor training, risk management and risk evaluation standards, execution of customer service and policies, banking participation in liability insurance of directors and supervisors, political and stakeholder and charity donations, etc.)  1. The "Corporate Governance Guidelines" stipulate that the diversity policy shall be adopted in the composition of the Board of Directors in Chapter 4 (Strengthening the Functions of the Board of Directors). The incumbent Board of the Company consists of 9 directors, including 3 independent directors, 1 director concurrently holding a position as a managerial officer (Director Stanley CHU concurrently acts as the President of SinoPac Holdings), and 5 Directors. The Board members have different professional experiences (financial holdings, banking, securities, financial administration or management, and others) or backgrounds (banking, commerce, law, accounting, finance, information security/information technology, and risk management) and possess the knowledge, skills, and competence required to perform their duties. The diversity policy has been disclosed on the company website and the Market Observation Post System.
2. SinoPac Holdings holds the Board meetings on a monthly basis. In 2018, the attendance rate averages reached 98%.
3. Directors that have conflict of interests in resolutions have been recused from voting.
4. SinoPac Holdings has purchased liability insurance for Directors and Supervisors.
5. SinoPac Holdings has established risk management guidelines as the basic principles of risk management of SinoPac Holdings and its subsidiaries. Each major subsidiary has also established separate risk management policies and rules based on its business characteristics.
6. SinoPac Holdings has established SinoPac Call Center with the dedicated customer service personnel providing free and online customer service to ensure the most responsive and convenient solutions. The integrated subsidiary service unit has also been set up to handle customer service and complaints at each level and across subsidiaries, so as to achieve excellence in customer service.
7. SinoPac Holdings has established the "Work Rules" and the regulations governing salary and benefits as the basic principles of personnel management of SinoPac Holdings and its subsidiaries. Each major subsidiary has also established separate personnel management policies and rules based on its business characteristics. In terms of employee training, the Human Resources Division is responsible for the planning and execution of training and career development.
8. To fulfill the spirit of corporate governance, SinoPac Holdings communicates with investors with respect to the future vision and business strategies.
9. SinoPac Holdings discloses information, such as financial statements, material information, and investor conferences, in time and on a regular basis to assist investors and the market in understanding its business operations, financial status, and strategic execution.
10. In terms of investor relations, SinoPac Holdings has established an "Investor Relations" area to fully disclose company information, including major announcements, press release, and annual reports. A dedicated person of the Financial Management Division has also been appointed to respond to investors inquiries.
11. SinoPac Holdings and subsidiaries have feedback mechanisms on their respective websites with contact windows provided to respond to investors complaints and suggestions.
12. To prevent insider trading, the "Equity Management Policy" and the "Work Rules" established by SinoPac Holdings clearly prohibit Directors, managers, insiders, and employees from dealing with insider trading. The "Equity Management Policy" and the "Work Rules" have been disclosed on the Intranet for all employees to follow and prevent insider trading.
13. In 2018, SinoPac Holdings and its subsidiaries did not make a donation to any political parties or stakeholders.
In January 2018, Bank SinoPac donated NT$300,000 to Yilan County Sports Development Foundation for its development of sports activities and athletes.
In February 2018, Bank SinoPac and SinoPac Securities donated NT$10 million to Hualien County Government for post-earthquake reconstruction.
In May 2018, Bank SinoPac donated NT$2.5 million to Taiwan Financial Services Roundtable, which has set up the financial service industry education fund to assist the economically disadvantaged students in completing their study.
In August 2018, Bank SinoPac donated NT$2.38 million to Taichung City Culture Foundation for its participation in 2018 Taichung World Flora Exposition and related exhibitions.
In August 2018, SinoPac Securities donated NT$420,000 to Taichung City Culture Foundation for its participation in 2018 Taichung World Flora Exposition and related exhibitions.
In September 2018, Bank SinoPac donated NT$165,293,970 to the Small & Medium Business Credit Guarantee Fund.
In September 2018, SinoPac Securities Investment Trust participated in the social welfare activities organized by Taipei Foundation of Finance and donated NT$200,000.
No divergence
7. The TWSE Corporate Governance Center released its Corporate Governance Evaluation results. Please disclose any improvements done, and plans for future improvements.  Improvements done:
1. Established the "Regulations Governing the Evaluation of the Performance of the Board of Directors" and conducted the performance evaluation.
2. Established the "Regulations Governing the Handling of Reporting Cases".
3. Obtained the certification of ISO14001 Environmental Management and ISO14064-1 Greenhouse Gas Inventory.
4. Established the "Supplier Corporate Social Responsibility Code of Conduct".
Plans for future improvements:
1. Disclosing future R&D plans and investment in the Annual Reports.
2. Establishing internal policies relating to energy conservation and carbon reduction, greenhouse reduction, reduction in water consumption or other waste management.
No significant divergence

 

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