Proactive Promoting Shareholder Activism and Enhancing Board Functions.
Fubon Financial Holdings was the first in the industry in 2011 to have shareholders voted and announced elections results at a time, after discussed acknowledged and discussion matters case by case basis at the Company´s annual shareholders meeting. An electronic voting sysmtem for shareholders wan instituted a year later to give them more options for partcipation, a tangible expression of the spirit of shareholder activisim. Beginning in 2014, Fubon instituted a board director election system requiring all candidates to be nominated and voted on. In 2015, Fubon revised the "Procedures for the Election of Directors" to clearly stipulate a policy promoting more diversity in the board´s composition and greater professional and gender balance. In 2019, Fubon also revised the procedures to add on Directors’ professional knowledge and skills and capabilities, including the management of subsidiaries and risk management knowledge to enhance directors’ functions.
Currently, 6 of the board’s 15 directors were independent directors (40%). To maintain the board’s independence, 9 external directors (including independent directors) continue to account for more than half of the seats on the board. Also, no independent directors have effective terms of longer than nine years, ensuring that their independence will not be compromised by serving in the same role for too long and that they will fulfill their duties objectively.
The Company has gone to great lengths to implement a diversity policy for the composition of the Board of Directors. The current board members, for example, offer a complete set of knowledge, skills, and qualities needed to perform their duties, including extensive expertise in banking, finance, commerce, law, investment and merger, financial technology, risk management, operational management and e-commerce/marketing. It is hoped that this will facilitate the inclusion of different backgrounds and pool together different views for more optimized decision-making.
ESG Sustainable Development
Fubon Financial Holdings has established three functional committees under the Board of Directors: the Audit and Risk Management Committee, the Remuneration Committee and the Corporate Governance and Sustainability Committee. To effectively overseeing implementation of CSR and sustainable operations initiatives, the Corporate Governance and Sustainability Committee has set up an ESG Task Force under the Committee. To strengthen the ESG Task Force’s functions and to ensure that its proactive actions in ESG-related areas, the ESG Task Force is directly supervised by two of the Fubon’s independent directors, and is headed by the president of Fubon Financial Holdings as the chief executive officer of the ESG Task Force. There are six working teams under the ESG Task Force: the Corporate Governance & Ethical Management Team, the Employee Care Team, the Responsible Finance Team, the Customer Engagement Team, the Social Commitment Team and the Environmental Sustainability Team. Each team meets regularly to discuss the latest ESG issues and track the progress of initiatives being implemented.
Of Fubon’s four core values – “Integrity, Sincerity, Professionalism and Innovation” – integrity is paramount, because corporate governance founded on transparency and integrity is the bedrock of a company’s sustainable operations. To foster a corporate culture that champions integrity and a sustainable operating environment, Fubon Financial Holdings has laid down “Code of Ethical Conduct,” “Ethical Corporate Management Best Practice Principles” and “Corporate Social Responsibility Best Practice Principles” and also set up an ESG Task Force under the Corporate Governance and Sustainability Committee. The Task Force’s Corporate Governance Team promotes ethical management and reports regularly to the Board of Directors on progress in ethical management initiatives.
Appoint Corporate Governance Officer
The Board Affairs Department of Legal & Compliance Division is the dedicated department for corporate governance affairs. Mr. Chung-Ping Liu, the Senior Executive Vice President and General Counsel of Fubon Financial Holding Company Ltd. (hereinafter referred to as the “Company”), was appointed as the Chief Corporate Governance Officer on August 21, 2025. The appointee has more than three years of professional background working as the head of legal and compliance affairs in financial institutions and public companies.
It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items:
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 and supervisors.
4.Furnishing information required for business execution by directors and supervisors.
5.Assisting directors and supervisors with legal compliance.
6.Other matters set out in the articles or corporation or contracts.
The current Corporate Governance Officer attended the education in 2024 as below.
Continuing Education of Chief Corporate Governance Officer：Pursuant to “the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE-Listed Companies and the Board's Exercise of Powers”, a newly appointed Chief Corporate Governance Officer shall attend trainings at least 18 hours within one year from the date of assuming the position, and at least 12 hours annually thereafter. The Senior Executive Vice President Mr. Chung-Ping Liu was appointed as the Company's Chief Corporate Governance Officer on August 21, 2025, and will meet the regulatory requirements of 18-hour training within one year.
Highlight of Corporate Governance performed
1.With protect shareholder rights, enhancing the corporate governance ability of the Board and Functional Committees, continuous addition and revision the corporate governance Regulations.
2.Any major announcements made by the Company were notified immediately to the directors, thereby ensuring that all board members were kept up to date on the Company´s latest news.
3.Board members were notified regularly of the latest regulations concerning the Company´s operations and corporate governance.
4.The division organized tuition courses for board members for a minimum of 6 hours, and surveyed the market for suitable "Director, Supervisor and Key Staff Liabilities Insurance." All findings were reported to the Board of Directors.
5.The division organized unscheduled meetings to facilitate communications between CPAs, independent directors and Chief Auditor/Accountant for the purpose of enforcing the internal audit/control system. Meeting proceedings were recorded in the minutes and reported to the Board of Directors.
6.Board meeting agenda were prepared and notified to all directors at least 7 days before a meeting and attendees were given relevant materials during meetings. Reminders were sent in advance for motions that involved conflict of interest, and minutes were produced within 20 days after each board meeting.
7.For sound corporate governance, the division arranged regular performance evaluation for the board and individual directors according to the Company´s "Performance Evalutation Policy for the Board of Directors and its Functional Committees," including evaluation by external parties at least once every three years.
8.The division registered shareholder meeting details in compliance with laws, and produced meeting advices, conference manuals and minutes, updated amendments to Articles of Incorporation, and registered newly elected directors in a timely manner.
9.The company has established ´ Corporate Governance Principles ´ which stipulates internal regulations prohibiting directors from trading securities using information not released on the market. These regulations include (but are not limited to) a prohibition on directors trading company stock during the blackout period, which is thirty days prior to the announcement of the annual financial report and fifteen days prior to the announcement of each quarterly financial report. Additionally, reminder notices are sent to directors twice: the last month and one day before the commencement of each stock trading blackout period, to remind them not to trade company stock.
In order to implement the prohibition of insider trading, the Company regularly notifies the directors and insiders by email each month, providing information on "prohibition of insider trading, short-term trading vesting rights, prohibition of selling treasury shares during the implementation period, common violations of insider shareholding changes, pre-notification of insider transfers, post-change declaration... etc.", including but not limited to the relevant competent authority specifications for the internal line or lock-up period, in order to actively advocate for the regulations.
In 2024, Fubon Financial Holding and its important subsidiaries provided a total of 1,406 person-times and 703 hours of insider education and training courses. The above-mentioned education and training and advocacy targets have included directors, insiders and employees of Fubon Financial Holding and its important subsidiaries.