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Independent Director Election Status

Regulations for the Appointment of Independent Directors

  1. According to the regulations of the “Applicable Scope for the Appointment of Independent Directors Required for TWSE/TPEx Listed Companies” adopted by the Financial Supervisory Commission (FSC), a bank issuing stocks in accordance with the Securities and Exchange Act shall specify in its articles of incorporation provisions for the appointment of independent directors. The number of independent directors shall not be less than two and shall not be less than one-fifth of the total number of directors.
  2. Consequently, the Company cooperatively further includes requirements related to the appointment of independent directors in the Articles of Incorporation, which has been approved in the ordinary shareholders’ meeting on June 15, 2007.
  3. In addition, according to the regulation specified in Jin-Guan-Zheng-Fa-Zi No. 10200531121 Letter of FSC dated December 31, 2013, upon the expiration of the term of office of the 23rd term of directors and supervisors of the Company, an Audit Committee shall be established in place of the supervisors. Consequently, to cope with relevant regulations and laws, the Company has amended provisions related to the appointment of independent directors in the Articles of Incorporation, such that starting from the 24th term, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the total number of directors, which has been approved in the 1st extraordinary shareholders’ meeting on December 8, 2014.

Nomination and Election Method

  1. According to Article 18 of these Articles of Incorporation, the board of directors of the Bank has a total of 9 directors. Starting from the 24th term, the number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of directors. In addition, the candidates’ nomination system shall be adopted, and independent directors shall be elected by the shareholders’ meeting from the independent directors’ candidate roster. 
  2. The Company re-elected the 26th term of directors in the 2020 ordinary shareholders’ meeting, and a total 9 directors (including 3 independent directors) were elected, with a term of office of three years starting from June 19, 2020 to June 18, 2023.  
  3. According to Article 192-1 of the Company Act, on March 23, 2020 (i.e. prior to the share transfer suspension date dedicated before the meeting date of shareholders’ meeting), the Company announced in a public notice, the period for accepting the nomination of independent directors, the quota of independent directors to be elected, the place designated for accepting the roster of nominated candidates and other necessary matters, and any shareholder holding 1 percent or more of the total number of outstanding shares issued by the Company may submit to the Company in writing a roster of independent candidates, provided that the total number of candidates so nominated shall not exceed the quota of the independent directors.

Nomination Process

  1. The period for accepting the nomination of independent directors of the Company: Starting from March 24, 2020 to April 10, 2020. During the nomination acceptance period, a total of 6 independent director candidates nominated by shareholders such as the Ministry of Finance and Taishin Financial Holdings Co., Ltd., which were reviewed and approved in the 37th meeting of the 25th term of the board of directors’ meeting of the Company on May 7, 2020, followed by submission to the 2020 ordinary shareholders’ meeting for election. 

Independent Director Candidates

  1. Serial No.
    Name
    Education
    Experience
    Current Position(s)
    Number of shares held
    1
    Yu, Chi-Chang

    • J.S.D., J.S.M., Stanford University

    • LL. M., LL. B., National Chengchi University

    • Associate Professor, Assistant Professor, Department of Industrial and Business Management, Chang Gung University

    • Managing Director (Independent Director), Agricultural Bank of Taiwan

    • Members of the Board, Examiners for Bar Examination, Examination Yuan

    • Commissioner, Complaint Review Board for Government Procurement of Public Construction Commission, Executive Yuan

    • Partner and Senior Associate, Lee and Li, Attorneys-at-Law

    • Manage Partner, Yu & Associate, Attorneys-at-Law

    • Judge, Taiwan Banqiao District Court

    • Judge, Taiwan I-Lan District Court

    • Judge, Taiwan Hualian District Court

    • Revenue Officer, National Taxation Bureau of Taipei

    • Adjunct Associate Professor, Accounting, National Taiwan University

    • Adjunct Associate Professor, School of Law, Soochow University

    • Independent Director, Mytrex Health Technologies, Inc.

    • Independent Director, Chang Hwa Bank

    0
    2
    LIU KEYI

    • Ph. D., Accounting, Xiamen University, PRC

    • M.A., Accounting, University of Illinois at Urbana-Champaign

    • B.S., Taxation, National Chengchi University

    • ROC CPA

    • USA CPA

    • Vice Chairman, Taipei Tax Agents Association

    • Director, National Federation of Certified Public Accountant Associations

    • Chairman, Auditing &  Accounting Committee, National Federation of Certified Public Accountant Associations

    • Member of XBRL Committee, Accounting Research and Development Foundation

    • Member of Taiwan Enterprise Accounting Standards Committee, Accounting Research and Development Foundation

    • Lecturer, Accounting of National Taipei University

    • Assistant Professor, National Taipei University of Business

    • Senior Partner, BDO Taiwan

    • Independent Director, Taiwan Liposome Co., Ltd.

    • Independent Director, Genovate Biotechnology Co., Ltd.

    0
    3
    LIN, Chih-Chieh (Carol LIN)
    S.J.D. & LL.M., Duke University School of Law

    • Committee Member, Open Data Consulting Committee of Financial Supervisory Commission, Taiwan (R.O.C.)

    • Committee Member, Central Integrity Committee of Executive Yuan, Taiwan (R.O.C.)

    • Director and Associate Dean, of NCTU School of Law

    • Associate Attorney

    • Member of judge selection committee of Judicial Yuan

    • Member of prosecutor selection committee of Judicial Yuan

    • Distinguished Professor, National Chiao Tung University (NCTU)

    • Board Member, Financial Ombudsman Institution, Taiwan (R.O.C.)

    • Director, Financial Supervision and Corporate Governance Center of NCTU School of Law

    • Chair Professor, Social Justice of NCTU School of Law

    • Judicial Reform Advisor, appointed by the President of Taiwan

    • Committee Member, Integrity Committee of Ministry of Justice, Ministry of Economic Affairs and Ministry of Transportation and Communications, Taiwan

    0
    4
    Pan, Jung-Chun
    Banking and Insurance Dept., Feng Chia University

    • Supervisor, Key Ware Electronics Co., Ltd.

    • Director & President, Mega Asset Management Co., Ltd.

    • Director & CEO, Concord Financial Management Corp.

    • Assistant Vice President, Taishin International Bank

    • Assistant Vice President, Da An Bank

    • Deputy General Manager, Savings Department of Bank of Communications

    Independent Director, Chang Hwa Bank
    0
    5
    Lin, Jong-Horng
    Law School of Soochow University

    • President, Keelung branch, Legal Aid Foundation

    • Municipal consultant, legal affairs group, Taipei City Government

    • Legal advisor, Keelung City Government

    • Council Member, Advisory Committee of Soochow law foundation

    • Member of the mediation committee, MLMPF

    • President, Keelung Bar Association

    • Director, the 9th term board of directors, Taiwan Bar Association

    • 1st Secretary-General, the 8th term of Taiwan Bar association

    • Director, the 24th term board of directors, Taipei Bar Association

    • 2nd Secretary-General, the 23rd term of Taipei Bar Association

    • Coordinator, Securities and Futures Investors Protection Center

    • Committee Member, labor dispute arbitration committee, Taipei County Government

    • Attorney, Evergreen International Law Firm

    • Attorney, LEIN Law Office

    Attorney-at-Law, KO & LIN Law Office
    0
    6
    Suen, Chih- Jong

    • MBA, Youngstown State University, OhiO

    • Bachelor of Business, Tamkang University

    • General Manager, EVP and SVP, China Development Industrial Bank

    • Chief Auditor, VP and SVP, Taishin International Bank

    • Senior Auditor, Section Head and Deputy Section Head, Central Deposit Insurance Corporation

    Chairman, Pharma Engine, Inc.
    0

List Election Process

  1. The independent directors of the Company adopt the candidate nomination system and the election of independent directors shall be held concurrently with the election of the non-independent directors of the Company, and the lists of successful candidates shall be calculated separately. The independent director candidate roster of the Company is published on the Market Observation Post System (MOPS) according to the regulations and is indicated on the shareholders’ meeting notice and shareholders’ meeting agenda for shareholders’ reference in the voting thereof.

List of elected Independent Directors

  1. Name
    Elected Votes
    Pan, Jung-Chun
    9,767,448,377
    Lin, Jong-Horng
    9,714,709,227
    Suen, Chih- Jong
    9,708,516,444