Governance
Actively participating in public affairs, and promoting sustainable development to implement corporate social responsibility is our top priority.
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).

 

CSR Committee
CSR Committee

The Company follows business policies that have focus on “active participation of public affairs, balance between economic, social, environmental development, and business sustainability through corporate social responsibilities.” The CSR Committee under the Board was therefore constituted with six working groups (WGs): Corporate Governance WG, Social Philanthropy WG, Environmental WG, Client Relations WG, Responsible Finance WG, and Employee Well-Being WG, each headed by a top executive of the Group.


To be in line with global trends in "sustainable finance," the Board of Directors resolved on August 24, 2020, to set up the "Responsible Finance" task force under the CSR Committee to build a responsible finance governance structure. In accordance with the United Nations' Principles for Responsible Investment (PRI), Principles for Sustainable Insurance (PSI), and Principles for Responsible Banking (PRB), the task force incorporates the impacts of the economy, the environment and society on investment and financing indicators and business activities. In addition to strengthening resilience in the face of potential climate risks, the task force is promoting green finance step by step. It keeps abreast of business developments associated with low-carbon transformation and channels funds to green or sustainable industry players to implement the sustainable finance strategy.


These six groups are responsible for planning and executing the Company‘s ESG plan. When formulating ESG-related projects, these groups will gather feedback from internal and external stakeholders through the “Stakeholder Survey Form” to identify major ESG-related issues and serve as the basis for the annual implementation plan. Institutional stakeholders may also provide input and engage in ESG topics at board meetings or CSR Committee meetings through their board representatives. The CSR Committee periodically reports to the Board of Directors on the implementation status of each WG. To provide guidelines to the CSR Committee on operations, the CDF Board of Directors has approved the “CSR Committee Charter,” which outlines the Committee’s composition, scope of function, tasks of WGs, method of electing WG heads and members, rules of meetings, and more.

Corporate Governance Implementation Status
Company Secretary
The Board of Directors is supported by the Department of Secretariat, which is composed of the Company Secretary and Assistant Secretaries. The head of the Department of Secretariat, Executive Vice President Mr. Vincent Hung, was appointed as the Company Secretary by the Board on July 27, 2020. Mr. Hung has been in a managerial position for at least three years in handling stock affairs in financial institutions and public companies. His background and experiences comply with the qualifications of Company Secretary.
The key functions of the Company Secretary 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. Other matters set out in the articles of corporation or contracts.
Corporate Governance Implementation Status
Communication with Independent Directors
Communication with Independent Directors
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Corporate Governance Implementation Status
Corporate Governance Implementation Status
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CSR Implementation Status
CSR Implementation Status
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Customer Charter
Customer Charter
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Employee Welfare
Employee Welfare
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Implementation of Ethical Corporate Management
Implementation of Ethical Corporate Management
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Tax Governance Report
Tax Governance Report
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Working Environment and Employee Safety Measures
Working Environment and Employee Safety Measures
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Total
8
Regulations
Anti-Money Laundering and Countering Terrorism Financing Policy
Anti-Money Laundering and Countering Terrorism Financing Policy
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Articles of Incorporation
Articles of Incorporation
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Audit Committee Charter of China Development Financial Holding Corporation
Audit Committee Charter of China Development Financial Holding Corporation
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CDIB Policy for Responsible Investment
CDIB Policy for Responsible Investment
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 China Life Insurance Policy for Responsible Investment
China Life Insurance Policy for Responsible Investment
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Code of Conduct for Employees of China Development Financial Holding Corporation
Code of Conduct for Employees of China Development Financial Holding Corporation
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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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Corporate Social Responsibility Guidelines of China Development Financial
Corporate Social Responsibility Guidelines of China Development Financial
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Ethical Corporate Management Best Practice Principles of China Development Financial
Ethical Corporate Management Best Practice Principles of China Development Financial
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Human Rights Commitment
Human Rights Commitment
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Information Security Management Policy
Information Security Management Policy
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Letter of Undertaking regarding Supplier Corporate Social Responsibility
Letter of Undertaking regarding Supplier Corporate Social Responsibility
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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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Principles for the Performance Evaluation of the Board of Directors
Principles for the Performance Evaluation of the Board of Directors
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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 and Appraisal Policy on Auditors
Remuneration and Appraisal Policy on Auditors
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Remuneration Committee Charter of China Development Financial Holding Corporation
Remuneration Committee Charter of China Development Financial Holding Corporation
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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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Security and Maintenance Plan for the Protection of Personal Data Files and Guidelines for Disposing Personal Data Following Business Termination
Security and Maintenance Plan for the Protection of Personal Data Files and Guidelines for Disposing Personal Data Following Business Termination
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Supplier Corporate Social Responsibility Guidelines
Supplier Corporate Social Responsibility Guidelines
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Tax Governance Policy
Tax Governance Policy
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Total
25
Regulatory Disclosures
Confidentiality Statement
Confidentiality Statement
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 Instructions for Reporting Voting Shares in Accordance with Paragraph 2, Article 16 of Financial Holding Company Act
Instructions for Reporting Voting Shares in Accordance with Paragraph 2, Article 16 of Financial Holding Company Act
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Regulations Governing a Same Person or Same Concerned Party Holding
Regulations Governing a Same Person or Same Concerned Party Holding
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Total
3
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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Risk Management
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.
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.
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.
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.
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 100, Taipei Stadium, Taipei City 10599, Taiwan (R.O.C.)
Responsible Unit
China Development Financial Holding, Compliance Department
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Responsible Investment
We leverage our financial capabilities to encourage enterprises to pursue ESG, creating a triple-win opportunity for the environment, society, and corporate governance.