Corporate Governance

Diverse board members

E.SUN FHC has a complete director selection system. Based on E.SUN's core value and development strategies, it considers the configuration and diversity such as sector experiences, gender, race, nationality. The board of directors is composed of financial industry, scholars and experts. All 5 independent directors with different professional backgrounds are equipped with the knowledge, skills, literacy, and skill sets necessary to perform their duties. The board currently has 2 female directors. Its proportion of female directors is higher than the average among all Taiwan listed companies. The level of female involvement in decision-making will be increased in accordance with the principle of diversity in the future. Diversified background information as shown in the figure:

Professional guidance and operational participation

Depending on the expertise of the independent directors, they are invited to participate in the discussion and guidance of specific issues.
  • To discuss the strategic issues regarding the overall development of the Company every year, so that the strategic thinking can be more comprehensive and thorough in the process of strategy discussion and formation. In year 2022, the independent directors were more fully involved in the guidance.
  • To participate in the principles of fair treatment of customers promotion committee to help promote the principles of fair treatment of customers and the culture of valuing financial consumer protection.
  • To participate in IRB working group meetings to provide guidance on the application of model evaluation in business, in order to facilitate the monitoring of IRB (Internal Ratings-Based Approach) in corporate governance, as a result to align with international standards and enhance the risk control culture.
  • Participate in the data management committee, assist data governance work, and shape data governance culture.
  • To actively direct the "customer experience improvement project" to help improve customer experience and develop innovative services.
  • To assist in planning and serving as a lecturer for supervisors and new employees training courses.

Competent functional committees

To ensure an effective Board of Directors and refine the quality of board decisions, the Audit Committee, the Corporate Governance and Nomination Committee, the Remuneration Committee, the Board Strategy Development Committee, the Sustainable Development Committee and the Risk Management Committee are created by authority and function under the Board of Directors and are responsible for deliberating proposals and major issues in the economy, the environment, the society and risks. The functional committees are composed or participated by independent directors, so that the committee's decision-making and recommendations are forward-looking, objective and comprehensive, effectively implement the mechanism of independent supervision and checks and balances, and ensure that all resolutions and actions of the board of directors are put forward After the report and discussion of the board of directors, the board of directors asked questions or made suggestions on the aforementioned proposals at the meeting. After full discussion, the directors also inspected and supervised the implementation of the plan from the perspective of various implementation progress, and urged the management team to make adjustments in due course. Those who have an interest in the director himself or the legal person he represents should avoid it, and some proposals are also submitted to the shareholders' meeting for report and discussion, which is in the best interest of the interested party.

Protection of shareholders' rights and interests

The 2022 shareholders' general meeting will be held physically and assisted by video, providing shareholders with multiple channels for exercising their rights. In addition to continuing to proactively report proposals such as "specific promotion plan for sustainable development", "communication between the Audit Committee and the head of internal audit", "adjustment of certified accountants" and "remuneration policy for directors and managers" at the shareholders' meeting, among which "directors and managers Manager’s Salary Remuneration Policy Case", report on the company’s directors’ and managers’ remuneration payment standard review procedures, and add a new level of individual directors’ remuneration. In order to protect the rights and interests of shareholders and implement equal treatment of shareholders, insiders are expressly prohibited from using undisclosed major internal information to buy and sell securities, and directors are regulated that they are not allowed to trade stocks during the closed period before the financial report announcement.

Training for directors

In 2022, each director will receive an average of 10.25 hours of training, which is 6 hours higher than the legal recommendation. E. SUN planned education and training courses for the board of directors. The company held three 9-hour director training courses, including "principle of treating customers fairly", "prevention of money laundering and the impact of IRB law introduction on risk management" and "important information security standards and compliance" ;In addition to planning course themes and arranging courses every year with reference to changes in internal and external environmental conditions and development needs, and providing directors with information on multiple courses organized by training system institutions from time to time, assessing their own professional background and needs to increase the arrangement of courses, for example: there are other directors who also Participate in "Challenges and Opportunities for the Financial Industry in the Net-Zero Era", "How to Effectively Maintain Brands from Recent Famous Trademark Cases", "How the Board of Directors Supervises ESG Risks and Create Sustainable Competitiveness of Enterprises" and "Understanding Related Parties from Practical Cases", "Transactions and Unconventional Transactions" and other courses, in order to fulfill the duty of care of faithfully executing business and benevolent managers, and give full play to the functions of business decision-making and leadership supervision.

Attendance of directors

A total of 7 board meetings will be held in 2022. The chairman will be the chairman of the company, and the overall attendance rate will be 100%. In order to continuously strengthen directors' participation in the operation of the board of directors, E. SUN went beyond the legal requirements and independently stipulated that "the annual attendance rate of directors should be at least 80% or more."

Board Effectiveness

Evaluation of board performance

Internal evaluation

The Company completed the 2022 board and functional committee performance evaluation. The results are presented below:
1. The board actively partakes in the Company's operations; fulfills its duties to instruct and supervise the Company's strategies, major business activities, and risk management practice, and establishes suitable internal control system. According to the evaluation result, 49 items were rated "excellent", total scoring rate of 100%.
2. The overall performance of the functional committees was in line with corporate governance principles.

The functional committees served their purposes as intended, effectively making the board more effective. The Company presented the results of the 2022 director performance evaluation on February 20, 2023, based on self-assessments conducted by the directors themselves and peer reviews
1.Self-assessment score: 99.40%
2.Overall self-assessment score: 99.80%.

External evaluation by professional institutions

The Company has been devoted to planting corporate governance culture in the company system and daily operation. The Company has commissioned external professional organizations to conduct performance evaluation on the board every three years and to execute corporate governance evaluation certification every two years. In 2018, 2020 and 2022, the Company was awarded the CG6011 (2017) , CG6012 (2019) and CG6013 (2021) the corporate governance system evaluation, "exceptional" certification, and the relevant recommendations were listed as priority corporate governance improvement plans.