Governance
We actively engages in public affairs and promotes a balanced approach to economic, social, and environmental development. We believe in ESG and embrace its true essence in all of our business practices.
Corporate Governance
Corporate Governance Policies
Corporate Governance Policies

Corporate governance has emerged as a global trend and is essential to gauge a company’s true value. CDF strongly believes that achieving sustainability as well as winning the trust of investors stems from the implement of sound corporate governance. CDF’s internal rules, established in accordance with the “Corporate Governance Best-Practice Principles for Financial Holding Companies” approved by the competent authority, clearly defines the organization structure and the functions of each department. CDF has also set up an independent audit department and explicitly outlined that managers of this department shall not have duties irrelevant to internal audit to avoid any conflicts of interest.We protect shareholder rights and ensure our shareholders have the right of "one share, one vote" in accordance with the law. Shareholders may exercise their rights to vote and participate in the decision making in the Annual General Meeting (AGM).

 
Sustainability Governance Structure
Sustainability Committee

With the growing trend of global sustainability, the Financial Supervision Commission (FSC) successively launched the “Green Finance 3.0 Action Plan,” “Corporate Governance 3.0 - Blueprint for Sustainable Development,” and “Roadmap for the Sustainable Development of TWSE/TPEx listed Companies” in order to actively respond to various government regulations.

The Company policy goals include “active involvement in public affairs, promote economic, social and environmental ecology balance and sustainable development to practice corporate social responsibility.” The BOD sets up “Sustainability Committee” consisting of six task work groups, including corporate governance, social welfare, environmental sustainability, responsible finance, customers' interests, and employee care. The Group director acts as committee member and senior management acts as group leaders, who propose and execute ESG agenda with responsibility in launch of annual plan.

All work groups shall collect opinions from internal and external stakeholders through questionnaire survey when drafting the ESG related plan, and identify ESG material issues as the reference for annual promotional plan. Meanwhile, the corporate shareholders of the Company also conduct exchange and audit on the economic, environmental and social (ESG) agenda focused through director representatives, BOD or Sustainability Committee meetings. The Sustainability Committee will regularly report to the BOD for the annual work plan and execution status of all work groups, so that the Company's “Sustainability Committee” can follow accordingly for operations. The BOD adopted the formulation of “Sustainability Committee Articles of Incorporation.” In 2022, a total of 4 Sustainability Committee meetings were convened. According to the duties defined under the Company's “Sustainability Committee Articles of Incorporation,” the key agenda of annual sustainable development is audited, including: Report on the 2021 work plan execution, passing 2023 sustainable development plan, and other agenda. The Company's sustainability report is prepared by group marketing plan office and the Sustainability Development Department is responsible for collecting data from all departments. After all work group leaders verify and through the validation conducted by third-party notary, the agenda shall be reported to the Sustainability Committee and BOD for adoption.

Corporate Governance Implementation Status
Chief Corporate Governance Officer
The Secretariat is directly under the Board of Directors and staffed by a competent and appropriate number of corporate governance personnel to be responsible for relevant corporate governance affairs. The Company passed a resolution on June 30, 2023 to appoint Executive Vice President Li-Chun Wang as the Chief Corporate Governance Officer, who is qualified as he has more than 3 years of experience in legal affairs management for financial supervisory institutions.
The key functions of the Corporate Governance affairs include
  1. Handling matters relating to board meetings and shareholders meetings according to laws.
  2. Producing minutes of board meetings and shareholders meetings.
  3. Assisting in onboarding and continuous development of directors.
  4. Furnishing information required for business execution by directors.
  5. Assisting directors with legal compliance.
  6. Reporting to the Board of Directors the review results of independent directors’ qualifications comply with laws and regulations at the time of nomination, election and during appointment periods.
  7. Handling matters relating to director changes.
  8. Other matters set out in the articles of corporation or contracts.
Corporate Governance Implementation Status
Bloomberg Gender Equality Index (GEI)
Bloomberg Gender Equality Index (GEI)
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Communication between independent directors and internal audit supervisors
Communication between independent directors and internal audit supervisors
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Total
2
Regulations
Anti-Money Laundering and Countering Terrorism Financing Policy
Anti-Money Laundering and Countering Terrorism Financing Policy
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Anti-Money Laundering, Anti-Corruption and Anti-Bribery, and Antitrust and Anti-Competitive Practice Statements
Anti-Money Laundering, Anti-Corruption and Anti-Bribery, and Antitrust and Anti-Competitive Practice Statements
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Occupational Safety and Health Policy
Occupational Safety and Health Policy
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Annual Disclosure of Insider Equity Laws and Regulations by Company in 2023
Annual Disclosure of Insider Equity Laws and Regulations by Company in 2023
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Articles of Incorporation
Articles of Incorporation
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Sustainable Finance Commitment
Sustainable Finance Commitment
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Principles for the Performance Evaluation of the Board of Directors
Principles for the Performance Evaluation of the Board of Directors
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Audit Committee Charter
Audit Committee Charter
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Codes of Ethical Conduct of China Development Financial Holding Corporation
Codes of Ethical Conduct of China Development Financial Holding Corporation
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Corporate Governance Best-Practice Principles of China Development Financial
Corporate Governance Best-Practice Principles of China Development Financial
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Sustainable Development Guidelines Responsible
Sustainable Development Guidelines Responsible
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Organizational Charter of Sustainability Committee
Organizational Charter of Sustainability Committee
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Ethical Corporate Management Best Practice Principles
Ethical Corporate Management Best Practice Principles
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Ethical Management and Guidelines for Conduct
Ethical Management and Guidelines for Conduct
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Human Rights Policy
Human Rights Policy
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CDF’s Commitment to Inclusive Finance
CDF’s Commitment to Inclusive Finance
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Information Security Management Policy
Information Security Management Policy
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Letter of Undertaking regarding Sustainability for Suppliers
Letter of Undertaking regarding Sustainability for Suppliers
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Non-Discrimination and Anti-Harassment Announcement
Non-Discrimination and Anti-Harassment Announcement
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Personal Data Protection and Management Policy
Personal Data Protection and Management Policy
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Prohibition on Board Directors Share Trading During Closed Period
Prohibition on Board Directors Share Trading During Closed Period
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Rules of Procedure for Board of Directors Meetings
Rules of Procedure for Board of Directors Meetings
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Procedures for the Acquisition and Disposal of Assets
Procedures for the Acquisition and Disposal of Assets
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Regulations for Shareholding Management
Regulations for Shareholding Management
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Regulations Governing the Handling of Whistleblowing Cases
Regulations Governing the Handling of Whistleblowing Cases
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Remuneration Committee Charter
Remuneration Committee Charter
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Rules of Procedure for Shareholders Meetings of China Development Financial Holding Corporation
Rules of Procedure for Shareholders Meetings of China Development Financial Holding Corporation
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Procedures for Supplier's Sustainability
Procedures for Supplier's Sustainability
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Charter of Nomination and Performance Evaluation Committee
Charter of Nomination and Performance Evaluation Committee
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Legal Compliance Policy
Legal Compliance Policy
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Procedures for Security Plan for the Protection of Personal Data Files and Guidelines for Disposing Personal Data Following Business
Procedures for Security Plan for the Protection of Personal Data Files and Guidelines for Disposing Personal Data Following Business
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Statistics of Scope 3 Financed Emissions
Statistics of Scope 3 Financed Emissions
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Tax Governance Policy
Tax Governance Policy
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Tax Governance Report
Tax Governance Report
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Total
34
Regulatory Disclosures
Confidentiality Statement
Confidentiality Statement
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Total
1
Article 46 of Financial Holding Company Act
Board of Directors
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Auditing & Risk Management
Auditing
Operation of Internal Audit
  1. Internal audit must disclose the following items:

(1)Prepare internal audit working manuals and working papers and whether the internal controls are carried out in a reasonably effective manner, and from time to time provide recommendations for improvement.

(2)The internal audit department shall monitor the rules and procedures for self-inspection and assessments of the internal control system by business and management units, and the implementation of periodic self-inspection by each unit.

(3)Formulate annual audit plans and, based on the business risk profile of and implementation of internal audits by each subsidiary or department, determine audit plans targeted at each individual subsidiary or department.

  1. The internal audit department shall draft a written audit plan for the coming year at the end of each year to get the audit committee and the board's approval.
  2. The internal audit department presents an audit plan for the coming year to the supervisory authority via the internet in the prescribed format the end of every year, as will as a review of the previous year's audit operations by the end of February and a report on improvements made to the previous year's internal control issues by the end of May.
  3. The internal audit department shall conduct a routine business audit at least annually, and a special business audit on CDF's subsidiaries' finance, risk management and legal compliance with applicable acts and regulations at least semiannually. Other audit activities that cover the derivatives business should be conducted on a monthly basis.
  4. The internal audit report shall delivered to audit committee for review after is reported to the chairman and president & CEO within two months of completion and filed with the competent authority for recordation via an internet-based information system.
  5. A written report on the continued improvements as required by the supervisory authority, the CPA, the audit office and the compliance department is sent to the board and supervisors and is used as a key reference material for performance appraisal.
  6. The internal audit department shall supervise CDF's domestic and overseas subsidiaries in accordance with relevant regulations.
  7. The internal audit department assesses internal audit operations at subsidiaries once a year, submits an assessment report to the board and sends the same report to the boards of CDF subsidiaries as reference materials for performance appraisal.
  8. The CDF internal audit office oversees the annual self-assessment of internal controls of each department and subsidiary and reviews the subsequent reports. The reports, along with the opinions of the financial examination authority, CPA and internal audit department, are submitted to the chairman, president & CEO, chief audit officer and legal compliance officer as reference materials for evaluation of the internal control system and the drafting of an internal control compliance declaration.
  9. The internal audit department shall organize self-inspection programs for every year and continue proper training courses for auditors in accordance with the nature of each department.
  10. In case of fraud and other major legal infractions, the internal audit department shall inspect all business activities, including appropriate policies and procedures as follow:

(1)Report to the Chairman of the Board and the independent directors and inform the competent authority when significant deficiency or malpractice in compliance matters occurred. All relevant material that has been submitted to the competent authority shall be reported to the audit committee for approval.

(2)Prepare a written report for submission, with a notice to the Chairman of the Board and get the audit committee approval and report to the competent authority, when their recommendations for improvements regarding significant deficiencies or noncompliance identified in internal controls are not accepted by management and as a result CDF or its subsidiaries might incur a material loss.

(3)Request the respective departments where significant deficiency or malpractice occurred to take immediate and adequate countermeasures and shall continually conduct follow-up reviews on matters specified as requiring stronger improvement efforts. The written report on the implementation of improvement of deficiencies shall be submitted to the audit committee and the board of directors for approval.

  1. In order to improve audit quality and enhance auditing staffs' professional developments, auditing staff are required to take internal or external training courses of at least 30 hours per year to enhance their expertise. Since 2007, CDF internal audit department has organized an annual one-day training event for all auditors, as well as occasional study groups to enhance their expertise. Auditing staff also participate in domestic and international conferences to improve their knowledge of advanced auditing concepts and methods to boost workplace efficiency.
  2. Other auditing activities

(1)Items requested by the supervisory authority.

(2)Supervision of procurement at CDF and its subsidiaries.

(3)Participation in internal and external symposiums and conferences.

Organization of Internal Audit
  1. The CDF internal audit department, which is subordinate to the board of directors, is in charge of general auditing affairs and the organization and scope of internal audits. The department, as a disinterested body, reports to the board and audit committee at least every half year.
  2. The position of chief audit officer, who supervises all auditing staffs, is on a par with that of VP, and his/her hire, dismissal or transfer shall not come into effect until approved by two thirds of board members and the supervisory authority.
Professional Qualifications and Independence
2015
Statement on Internal Control System
Statement on Internal Control System
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2016
Statement on Internal Control System
Statement on Internal Control System
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2017
Statement on Internal Control System
Statement on Internal Control System
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2018
Statement on Internal Control System
Statement on Internal Control System
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2019
Statement on Internal Control System
Statement on Internal Control System
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2020
Statement on Internal Control System
Statement on Internal Control System
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2021
Statement on Internal Control System
Statement on Internal Control System
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2022
Statement on Internal Control System
Statement on Internal Control System
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2023
Statement on Internal Control System
Statement on Internal Control System
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Risk Management
Risk Management
As an established player in financial services, CDF is acutely aware of the core value of risk management, and understands that risk management isn’t just about how to predict and eliminate risk, but rather how to effectively control risk and gain from transforming a risk into an opportunity. CDF incorporates its business and risk management tools to formulate operating strategies and shape a risk control-oriented organizational culture that is immersed in day-to-day staff operations. We value prevention over control and advocate risk awareness training for front-line personnel. Quantitative and qualitative risk management outcomes lay the foundation of future strategizing. CDF has instituted the Risk Management Policy following its business strategy and in compliance with the New Basel framework as well as rules of the regulatory body. This policy was revised and submitted to the board of directors for approval in March 2020. The Risk Management Policy primarily encompasses management involving market risk, credit risk, operational risk and liquidity risk. CDF and its subsidiaries are to establish respective risk management guidelines accordingly and in alignment with international standards, so as to serve as a basis for assessing the Company’s and subsidiaries’ risk management outcomes.
Organizational Structure
The Board of Directors is responsible for supervising the Company to establish an appropriate risk management structure and culture to ensure the efficacy of risk management practices and the review of key risk control information. The Board also bears the ultimate responsibility of risk management and has set up the Risk Management Committee to supervise the creation of the risk management structure, review the internal hierarchy of reporting and handling risks, and oversee overall execution of risk management. Additionally, an independent risk management unit is set up to design and manage CDFʼs risk management system and to supervise the execution of risk management of its subsidiaries and provide comprehensive risk management information to top management and the Board of Directors.
Management System
CDF conducts technical assessment of various risk sources and evaluates the potential losses and relevance of risk positions as reference for business administration. In order to address concentration risks, the Company defines its various business quota and management methods in relevant corporate rules and regulations in compliance with relevant laws and risk diversification purposes.
Independence and Accountability of Functions and Authority
In addition to complying with the principle of the division of labor among the front office, middle office and back office to ensure the independence and accountability of functions and authority, CDF and subsidiaries are also ensuring the feasibility and independence of information audits.
Risk Management Policies
The objective of risk management is to balance the risks and the returns of different business entities with the goal of maximizing shareholder value. Accordingly, the Risk Management department's organizational structure and management methodologies have been built to reflect CDF's overall business and management practices.
Risk Management Reporting
In addition to information required by law to be disclosed, CDF and its subsidiaries may also disclose related risk information.
Risk Management Structure
Stakeholder Engagement
Clients
Community
Employees
Government and
Competent Authorities
Investees
Media
Shareholders and investors
Suppliers
Whistleblowing Channel
Whistle-blowers shall provide the following information: their real name, contact information, explanation of the situation, and supporting documents.
The Company shall keep the whistle-blowers’ identity and relevant documents confidential, encrypted, and properly stored with restricted access.
If the whistle-blower is an employee of the Company or an employee of one of the Company’s subsidiaries, the Company shall provide appropriate protective measures to ensure that the whistle-blower will not receive any improper treatment due to the reporting.
Reporting E-mail
Reporting Telephone
02-6600-3282
Fax
02-6600-3281
P.O. Box Address
P.O. Box Address: P.O. Box 81-100, Taipei Stadium, Taipei City105, Taiwan (ROC)
Responsible Unit
China Development Financial Holding, Compliance Department
Intellectual Property Management
CDF has established an "Intellectual Property Management Task Force" to assist in the implementation of intellectual property management systems. If you wish to understand our intellectual property management system or provide feedback, you may contact the members of the task force via email or phone to communicate and consult, and obtain feedback.
Fax
+886-2-2767-0799
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Responsible Investment
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