Loading
Loading
E.SUN FHC has a complete director selection system. Based on the company's industrial characteristics and future development strategies, it carefully considers the configuration and diversification standards of the board of directors. The board of directors is composed of financial industry, industry circles, 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 TWSE/TPEx 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:
Depending on the expertise of the directors, they are invited to participate in the discussion and guidance of specific issues.
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. In order to enhance digital finance and pursue operational excellence, a Technology Advisory Board was newly established as a general committee of the Board of Directors in June 2023.
The 2023 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 internal material information to buy and sell securities, and insiders and directors who are informed of financial reports or performance contents are not allowed to trade their stocks during the closed period, and the relevant controls on stock trading are indeed established. Management measures and inspection and confirmation mechanism.
In 2023, each director will receive an average of 17.08 hours of training, which is 6 hours higher than the legal recommendation. E. SUN organized six director training courses for a total of 18 hours, on "Principle for Financial Service Industries to Treat Clients Fairly and Case Analysis", "The Internal Ratings Based Approach", "Trends in Anti-Money Laundering Supervision in the Asia Pacific Region", "Convention on Financial Friendliness and the Rights of Persons with Disabilities", "Enterprise information security posture" and "Transformation of the world economic system and sustainable finance". 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 "Sustainable Development and Sustainable Governance Trends", "Introduction and Case Analysis of Short term Trading by Company Insiders", "Discussion on Sustainable Risk Trends and Response Strategies", "Strengthening Digital Resilience and Constructing Strengthening Strategies for Information Security Governance of Listed Companies" and "The impact and response of the EU carbon border adjustment mechanism (carbon tariff) on the industrial supply chain" 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.
A total of 12 board meetings will be held in 2023. The average board meeting attendance rate was 98.61%. 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."
The Company completed the 2023 board and functional committee performance evaluation. The results are presented below:
The functional committees served their purposes as intended, effectively making the board more effective. The Company presented the results of the 2023 director performance evaluation on March 15, 2024, based on self-assessments conducted by the directors themselves and peer reviews.
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.
