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 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 is the internal department responsible for corporate governance affairs. The Corporate Governance Officer was appointed by the Board of Directors. After former Corporate Governance Officer, Senior Vice President Fleur Tsai (2020.3.27-2021.9.8) resigned, Executive Vice President Emy Hsieh took over the job since 2021.9.8.
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 2022 as below.
In 2022, the corporate governance officer participated in various courses including: “ESG-related Legal Issues Concerning the Board of Directors” and “The 18th (2022) Corporate Governance Summit Forum – Sustainable Governance through Improved Director Capacity” organized by Taiwan Corporate Governance Association, and “Net Zero Emission and Corporate Governance; Promotion and Future Prospects of Taiwan Sustainability Classification Standards,” “Carbon Pricing System – How Should Taiwan Choose? TCFD Assessment amidst Climate Change,” “Fair Customer Treatment Principles and Accessible Financial Service,” and “The New Financial Era: Digital Technology Development Trends and Response Strategies” organized by Independent Directors’ Association Taiwan for a total of 21 hours.
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.