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| Audit Committee | Remuneration Committee | Sustainability Committee | Risk Management Committee | Ethical Corporate Management Committee | |
|---|---|---|---|---|---|
| Establishment Year | 2011 | 2011 | 2014 | 2019 | 2019 |
| Members |
All independent directors |
All independent directors |
Chairman, CEO, independent directors, chairmen of KGIB and KGIS, and the independent directors/outside directors of KGIS and CDIB | All independent directors, CEO, Chief Risk Officer | Chairman, independent directors, Independent/Outside Indepent directors of KGIB, KGIS, and CDIB, directors of CL |
| Number of Members | 3 | 3 | 7 | 5 | 6 |
| Proportion of members who are independent directors of the Company or subsidaries | 100% | 100% | 28.6% | 60% | 50% |
| Number of meetings held | 10 | 8 | 4 | 4 | 1 |
| Attendance rate (in person) | 100% | 100% | 96% | 88.5% | 100% |
| Attendance rate (including attendance by proxy) | 100% | 100% | 100% | 96.2% | 100% |
- As of March 31, 2022.
- The “Corporate Social Responsibility Committee” was renamed the “Sustainability Committee” on January 24, 2022.
- The mission of the “Strategic Development Committee” under the BOD has been completed and abolished by BOD in November 2021.
| Name & Title | Holding Company | Commercial Banking | Securities / Insurance | PE/VC Investment | Government & Public Sector | Execution & Strategic Planning | Risk Management | Financial Services | Corporate Governance | Business & Marketing Leadership | Information Technology | International Experience | Functional Committee |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chia-Juch Chang Chairman, Chi Jie Investment Co., Ltd. Representative |
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| Paul Yang Vice Chairman |
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| Lionel de Saint-Exupéry Director GPPC, Chemical Corp. Representative |
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| Stefano Paolo Bertamini Jing Hui Investment Co., Ltd. Representative |
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| Saloon Tham Director, Chi Jie Investment Co., Ltd. Representative |
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| Hung-Yi Hsiao Director, Jing Hui Investment Co., Ltd. Representative |
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| Tyzz-Jiun Duh Independent Director |
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| Shih-Chieh Chang Independent Director |
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| Wei Chung Independent Director |
In order to implement corporate governance and enhance the functions of the BOD, establish performance targets to enhance the operational efficiency of the BOD. The Company established the “Principles for the Performance Evaluation of the Board of Directors,” to conduct at least one internal evaluation of Board’s performance every year to evaluate the whole BOD, including individual Board members and functional committees. Since 2018, CDF should enlist independent institutions or experts and scholars in conducting external evaluation at least once every three years to strengthen the independence and effectiveness of Board’s performance.
In 2021, all the self-evaluation scores of the BOD are higher than 4.83 points (out of 5 points), indicating that the overall operation of the BOD is running well. Among them, the “Participation in ESG initiatives” evaluates the achievements of Board members on sustainability issues, with an average self-rating score of 4.94 points.
In December 2019, EY Business Advisory Services Inc. conducted an external evaluation of the Board’s performance in three aspects, “Structure, People, and Process”. The BOD performance was evaluated as “Advanced”.
The evaluation results were disclosed on CDF’s website and in the AGM Report. We will continue to strengthen the effectiveness of the BOD and improve the corporate governance mechanism based on the evaluation results and objective recommendations of external independent agencies.
- Participation in the operation of the company
- Improvement of the quality of the board of directors' decision making
- Composition and structure of the board of directors
- Election and continuing education of the directors
- Internal control
- Participation in environmental, social and governance initiatives (ESG)
- Familiarity with the goals and missions of the company
- Awareness of the duties of a director
- Participation in the operation of the company
- Management of internal relationship and communication
- Professionalism and continuing education of the directors
- Internal control
- Participation in the operation of the company
- Awareness of the duties of functional committees
- Improvement of the quality of the functional committees' decision making
- Composition and election of the functional committees
- Internal control
Note: Five levels for each index: Excellent (5), Good (4), Fair (3), Acceptable (2), and Needs Improvement (1). The scoring standard is based on the “average score”.
