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Internal Directors Independent Directors
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Internal Directors Independent Directors
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SecuritiesFubon5
Name
Executive Director/
Non-executive Directo
Internal Director/
External Director
Ind.
Director
Gender Age Tenure (year) Main Expertise (the 5 most signiicant skills)
Concurrent Positions Under
30 30~50 Above 50
Under
3 3~6 Above
6 Accouting FInance Legal Commerce
Investment and Merger
Fintech IT Risk
Management Operational
Management E-commerce/
Marketing
Howard Lin
Executive Director
Internal
Director √ √ √ √ √ √ √ √
Fubon Life Insurance Co., Ltd. – Vice Chairman / Fubon Financial Holdings Venture Capital Corp.
– Chairman / Fubon Multimedia Technology Co., Ltd. – Chairman / Taiwan Mobile Co., Ltd. – Director
Jerry Harn
Executive Director
Internal
Director √ √ √ √ √ √ √ √
Taipei Fubon Commercial Bank Co., Ltd. – Standing Director and President / Fubon Bank (Hong Kong) Limited – Director / Fubon Bank (China) Co., Ltd. – Director
Chih-Ming Chen
Non-executive Director
External
Director √ √ √ √ √ √ √ √
Taipei City Government – Commissioner, Department of Finance / Taipei Rapid Transit Corporation - Director
Hsiu-Hui Yuan
Non-executive Director
External
Director √ √ √ √ √ √ √ √
Taipei City Government – Commissioner, Department of Legal Affairs/ Taipei Fubon Commercial Bank Co., Ltd. – Director
Hsiu-Chu Liang
Non-executive Director
External
Director √ √ √ √ √ √ √ √
Taipei City Government – head of Department of Budget, Accounting and Statistics
Chi-Yan Louis Cheung
Non-executive Director
External
Director √ √ √ √ √ √ √ √ √
Boyu Capital Advisory Co.
Ltd. – Managing Partner / CDB Boyu (Shanghai) Investment Management Co., Ltd. – Chairman / Standard Chartered PLC – Independent Non-Executive Director
Ming-Je Tang
Non-executive Director
External
Director √ √ √ √ √ √ √ √ √
National Taiwan University – Professor of International Business / Fubon Securities Co., Ltd. – Independent Director / Fubon Insurance Co., Ltd. – Independent Director Jason
Wang
Non-executive Director
External
Director √ √ √ √ √ √ √ √ √
Taipei Fubon Commercial Bank Co., Ltd. – Standing and Independent Director Note:For more details on individual directors and their independence, please see Section 3.2.1 on “Background of Directors,”pgs. 18-22 and pg. 24, and Section 3.4.1 on “Functionality of Board of Directors,” pg. 34, of Fubon Financial Holdings’ Annual Report.
Corporate Governance
Stakeholder Engagement Sustainability Strategy Leading Investment Innovative Finance Golden Practices Honest Lending Tender Care
Meeting Date Directors with Potential Conlicts
of Interest Motion Description Reason for Recusal
2016.01.28
Jerry Harn Motion to assign a director to the board of subsidiary Fubon Bank (Hong Kong)
Recused board member was the party to be assigned to the subsidiary in the motion
Vivien Hsu, Pen-Yuan Cheng, Samuel Hsu, Jerry Harn
Motion on issuing year-end bonuses for 2015 for the Company’s executives and Fubon subsidiaries’ chairmen, vice chairmen, and presidents.
Recused board members were among the recipients of the bonuses in the motion under consideration
Daniel M. Tsai, Richard M. Tsai
Motion on issuing year-end bonuses for 2015 for the Company’s chairman and vice chairman
Recused board members were the recipients of the bonuses in the motion under consideration
Daniel M. Tsai, Richard M. Tsai, Ching-Sen Chang, Fang-Ling Yang, Vivien Hsu, Jerry Harn
Motion to renew pre-settlement risk and settlement risk limits for Taipei Fubon Bank
Recused board members were directors of the counterparty in the motion
2016.04.26
Daniel M. Tsai, Richard M. Tsai, Vivien Hsu, Samuel Hsu, Jerry Harn
Motion to remove non-competition restrictions on members of the Company’s 6th board
Recused board members were people for whom non-competition restrictions were to be removed
2016.06.08
Chih-Ming Chen Motion to appoint directors to the company’s 5th “Corporate Governance and Sustainability Committee”
Recused board member was the party involved in the appointment motion
Vivien Hsu, Pen-Yuan Cheng, Samuel Hsu, Jerry Harn
Motion to adjust remuneration of the Company’s executives and the chairmen, vice chairmen and presidents of Fubon subsidiaries
Recused board members were the parties whose remuneration was under consideration in the motion
Daniel M. Tsai, Richard M. Tsai
Motion to adjust remuneration of the Company’s chairman and vice chairman
Recused board members were the parties whose remuneration was under consideration in the motion
2016.08.25
Vivien Hsu
Motion to assign people to serve as directors and supervisors on the boards of subsidiaries Fubon Direct Marketing Consulting Co. and Taiwan Sport Lottery Corp.
Recused board member was the party to be assigned to the subsidiaries in the motion
Ming-Je Tang, Jin-Ji Chen
Motion to change some of the rental terms for the 13th loor, 13-1 loor and 14th loor ofices in the Fubon Insurance building rented by the Company
Recused board members were directors of the counterparty in the motion
Daniel M. Tsai, Richard M. Tsai
Motion to change some of the rental terms for ofices rented on B2, and the 6th and 11th loors of the Fubon Life Building
Recused board members were major shareholders of Fubon Real Estate Management Co., Ltd., the agent that represented the counterparty.
Daniel M. Tsai, Richard M. Tsai, Ming-Je Tang, Jin-Ji Chen, Pen-Yuan Cheng, Samuel Hsu
Motion for a capital increase for subsidiary Fubon Financial Holding Venture Capital Corp
Recused board members were directors of Fubon Financial Holding Venture Capital Corp. or other potentially involved companies(Fubon Securities, Fubon Life, Fubon Insurance).
5.2.3 Board of Directors’ Operations
Fubon Financial Holdings’ board of directors meets at least once per quarter. In 2016, it held six regular meetings and three extraordinary meetings, and the actual attendance rate was 90%
(100% if attendance by proxy is included). The overall attendance rate for board meetings of Taipei Fubon Bank, Fubon Life, Fubon Insurance and Fubon Securities exceeded 90%, and was above 98% if attendance by proxy is included.
In 2016, the board of directors approved the revision or adoption of several important internal regulations, guidelines and policies, including Company by-laws, rules of procedure for board meetings, the charters of the board’s functional committees, risk management policies, internal work rules, deferred bonus guidelines, donation management guidelines, a human rights policy, a supplier CSR code of conduct and performance evaluation guidelines for board directors. It also reviewed and approved the issuance of preferred shares, the compensation for directors and employees for 2015, the Company’s 2015 inancial statements and distribution of proits, the certiication of the CPA’s independence and its contract for 2016, and long-term fundraising plans.
5.2.4 Board of Directors’ Performance Evaluation
At the beginning of 2016, the board approved the adoption of “The Evaluation Criterion for the Performance of Board of Directors” to create a feedback mechanism for directors and enable the board to operate more effectively. The guidelines cover self-evaluations of each board member and an overall self-evaluation of the board’s performance. Later in the year, the Company revised the “The Evaluation Criterion for the Performance of Board of Directors”
by mandating independent evaluations of the board by third-party organizations. It also incorporated ESG participation as a performance indicator in response to the growing global emphasis on sustainable (ESG) operations.
5.2.5 Avoiding Conlict of Interests
Fubon Financial Holdings has established a clear conlict of interest avoidance system. Aside from requiring directors to avoid situations as provided by relevant laws and regulations, it also stipulates