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.
