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Governance Aspects

The Bank continues to strengthen the functions of the Board of Directors, enhance information transparency, ensure the rights and interests of shareholders, and fulfill its corporate social responsibility.
Executive summary 
Performance of Governance Aspects
performance of governance

We highlight a selection of our material Issues below.
1. Board of Directors
2. Legal Compliance
3. Anti-money Laundering
4. Business Integrity (Anti-corruption)

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1. Board of Directors
1.1 Introduction of the Board of Directors
The Board of Director, which is the policy-making instrumentality of the Bank, comprises nine   directors (including three independent directors and six non-independent directors) currently. Three of directors (including one independent director) shall be elected to be managing directors. The chairman of the Board of Directors shall be elected from among the managing directors. The chairman of the Board of Directors shall act internally as the chairperson of the meetings of the Board of Directors and the meetings of the managing directors, and shall externally represent the Bank. The ordinary meeting of the Board of Directors shall be convened on a quarterly basis. An extraordinary meeting may be convened in the event of an emergency or upon the request by more than half of the directors.
1.2 Corporate governance framework 
Corporate Governance framework
1.3 Members of the Board of Directors
1.4 The Board of Director's Diversity
According to Article 30 of the Corporate Governance Best Practice Principles of CHANG HWA COMMERCIAL BANK, LTD, the composition of the Board of Directors shall be determined by giving due consideration. It is advisable that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, and culture. 2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Read More
1.5 Evaluation Result of the Performance of the Board of Director ,2018
In order to implement corporate governance and elevate the function of the Board of Director of CHANG HWA COMMERCIAL BANK, LTD. (“the Bank”), the rules for performance evaluation of Boards (“the Rules”) is adopted in accordance with Article 37 of the "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies".
The Bank shall conduct the Board of Director performance evaluation at the end of each year according to the evaluation procedures and indexes in the Rules. The evaluation for The Board of Director of the Bank’s performance covers the following 5 aspects: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; and Internal control. The overall score 100, calculate from 40 indexes.
The result of the performance evaluation for the Board of Director 2018 is 96.25. The Board of Director of the Bank got full score on 4 aspects which are: 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; and Election and continuing education of the directors.
1.6 Functional Committees of the Board of Directors
The Board of Directors of the Bank has set up two functional committees, the Audit Committee and the Remuneration Committee. Their relevant responsibilities and operating status are as follows:
Audit committee

Remuneration Committee
1.7 More Information
     Read   2018 Annual Report

2. Legal Compliance
The Bank has established a sound legal compliance system and framework, and through promotion and education and training, ensures the implementation of the legal compliance system.
2.1 Establishing Legal Compliance Risk Management and Supervision Framework
In line with the regulations of the competent authority, the Bank has established a Legal Compliance Risk Management and Supervision Framework, which has been reviewed and approved by the 16th meeting of the 25th Board of Directors on September 28, 2018, and submitted to the Financial Supervisory Commission (hereinafter referred to as the “FSC”) for reference.
framework of legal compliance

2.2 Operation of Legal Compliance Risk Evaluation and Reporting Mechanism
2.2.1 The Bank’s Implementation Policy for Legal Compliance Risk Management and Supervision has been established to propose improvement suggestions for risks and weaknesses in terms of legal compliance, and follow up on the improvement measures proposed by the Sales Management Department through the two lines of defense meetings every quarter.
2.2.2 The Bank has established a regular legal compliance reporting and alert mechanism. For all units at home and abroad, except for regular reporting on legal compliance matters to the Compliance Division, the Compliance Division may also designate relevant information to be provided immediately for matters recognized by the Bank as possessing higher legal compliance risk; or, for specific legal compliance alerts, all units shall immediately notify the Compliance Division, as to promptly control the Bank’s legal compliance risk situation.
2.3 Implementation of Legal Compliance System
The Bank has established the Measures for Implementation of the Legal Compliance System, which include regularly conducting legal compliance self-assessments, regular arrangement of legal compliance education and training, and continuous implementation of legal compliance on-site inspections, all in order to maintain the effective and appropriate operation of internal control systems and realize the Bank’s legal compliance culture. Read more.

3. Anti-money Laundering
The Bank has set up an AML/CFT Section under the Compliance Division, which is responsible for the AML/CFT operations of the Bank, and continues to strengthen the Bank's AML/CFT mechanisms.
 AML/CFT mechanisms

4. Business Integrity (Anti-corruption)
In order to demonstrate its determination and commitment to business integrity, the Bank has established the Ethical Management Guidelines, which assign responsibilities for formulating rules relevant to business integrity, assisting the Board of Directors and management in supervising the implementation status of business integrity, and reporting to the Board of Directors on a regular basis. Read more.

Contact Information / Feedback

       
  1. Secretariat Division of Chang Hwa Bank
  2. ADD:No. 57, Sec. 2, Zhongshan N. Rd. Taipei City 10412, Taiwan
  3. TEL:+886-2-2536-2951
  4. FAX:+886-2-2521-1126
  5. E-mail:chbsd@chb.com.tw
  6. Website:https://www.bankchb.com/