Implementation Status

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Activity Status of Implementation Discrepancy with industry
standard and the causes
Yes No Description
1.Does the company establish and disclose its best practice principles for corporate governance in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies?” V   SinoPac Securities is not a TWSE/TPEx listed company. The Company's corporate governance adheres to "Corporate Governance Best-Practice Principles for Securities Firms," "Corporate Governance Best-Practice Principles for Futures Commission Merchants," and the "SinoPac Financial Holdings Company Ltd. Corporate Governance Principles." The Company's governance principals are published on the Company's website. No discrepancy
2.Ownership structure and stockholders' rights
(1) Does the Company have and adhere to an internal SOP for dealing with stockholders' suggestions, inquiries, and disputes? V   (1) The Company designates stock affairs specialists or relevant supervisors exclusively dedicated to handling shareholder proposals, inquiries, disputes, and lawsuits. No discrepancy
(2) Does the Company retain a register of major shareholders who have controlling power and the persons with ultimate control over those major shareholders? V   (2) SinoPac Holdings holds 100% of the Company's shares and is the only legal institutional shareholder of the Company.
(3) Does the Company establish and implement risk control and firewall systems between the Company and its affiliated companies? V   (3) Related persons, assets, and the financial management responsibilities of SinoPac Securities and its affiliates are fully independent from each other and are implemented in accordance with the "Risk Management Guidelines," and the "Trading Policies and Management Guidelines Outside of Credit Extension With Stakeholders." SinoPac Holdings, the sole corporate shareholder of SinoPac Securities, set a "Firewall Policy" that requires all of its wholly owned subsidiaries to abide by its provisions.
(4) Does the Company establish internal rules to prohibit insiders from trading securities based on non–public information? V   (4) The Company has established "Internal Insider Trading Regulations." The parent company, SinoPac Holdings, has established the "Equity Management Guidelines" and requires all internal personnel of its wholly owned subsidiaries to strictly comply with the Guidelines.
3.The composition of the Board and its functions
(1) Does the Company establish a policy of diversity for the composition of the Board and act accordingly?

V

 

 

  (1) The directors of the Company are assigned by the parent company, SinoPac Holdings, with due consideration to diversity. In addition to those directors who have served in important positions in well-known securities or financial institutions domestically and abroad and so have extensive cross-country and international financial experience, the Board members also include senior bankers, mass media professionals, and industry analysts, who not only offer suggestions regarding financing, accounting, or marketing to support the Company's operations and development, but also provide suggestions pertaining to the Company's compliance and corporate governance, thereby benefiting the operations of the Company and the Board of Directors.    No discrepancy 
(2) Does the Company set up functional committees in addition to its remuneration committee and its audit committee in accordance with laws and regulations? V   (2) To remain consistent with the operation of the parent company, SinoPac Holdings, the Company has not, apart from the establishment of an Audit Committee, set up any functional committees.
(3) Does the Company establish measures of performance assessment for the directors and conduct yearly performance assessment on a regular basis?   (3) The Company does not establish measures of performance assessment for the directors since there is only one institutional shareholder. However, the parent company, SinoPac Holdings, conducts overall performance assessment for the Company on a regular basis based on its "Measures of Performance Assessment for Subsidiaries."
(4) Does the Company assess the independence of the CPA on a regular basis?   (4) The manager's department assesses the independence of its CPA on a regular basis. At that time, SinoPac Securities' Audit Committee and the Board of Directors make a resolution on the independence of the CPA selected by SinoPac Holdings' Audit Committee and Board of Directors. The CPA will also issue a statement declaring its independence when conducting a commissioned audit operation.
4.Should TWSE/TPEx listed companies set up special teams or staff in charge of corporate governance (including but not limited to providing required director/supervisor information for execution of duties, convening board and shareholder meetings in accordance with the law, processing company registration or registration change, an d recording minutes for board and shareholder meetings)? V   Our Company is not a public/OTC company; relevant departments are in charge of providing required director/supervisor information for execution of duties, convening board and shareholder meetings in accordance with the law, processing company registration or registration change, and recording minutes for board and shareholder meetings.  No discrepancy
5.The stakeholders (including but not limited to shareholder, employees, clients, and suppliers), does the Company build channels for communication, set up a special section on the Company's website, and properly respond to the questions regarding corporate social responsibility raised by stakeholders? V   A dedicated section for stakeholders has been set up on the Company's website to respond to the concerns and requirements of its stakeholders and ensure effective communications between the Company and its stakeholders. Moreover, the Company has also set up a customer service email and hotline to provide customers with product or service counseling and timely assistance. The Company established a platform on its internal website to maintaining free-flowing internal communication between its members of staff and executive management.   No discrepancy
6.Does the Company commission any professional stock affairs agency to manage the shareholders' meetings? V   The Company has only one institutional shareholder, SinoPac Holdings, who commissions a professional stock affairs agency to manage the shareholders' meetings. No discrepancy
7.Disclosure of information
(1) Does the Company disclose information regarding its finance, business operations, and corporate governance on the Company's website? V   (1) SinoPac Securities has already disclosed information regarding finance, business operations, and corporate governance on the Company website. No discrepancy 
(2) Does the Company disclose such information in other ways (e.g. establishing English website, assigning a specialist to gather and disclose relevant information, disclosing information through a spokesperson, or announcing the agenda of investor conference on the Company's website)? V   (2) The Company has created English websites for disseminating information. Personnel have been appointed for gathering and disclosing relevant Company information. The company has designated a spokesperson and an acting spokesperson for the unified disclosure of Company information.  No discrepancy
8.Is there any other important information regarding the corporate governance of the Company (including but not limited employees' benefits, employee caring, investor relations, supplier relations, rights of related parties, further studies of directors and supervisors, implementation of risk management policies as well as risk measuring standards, execution of client policy, purchasing of liability insurance for directors and supervisors, etc.)?

  

 

V

  (1) The directors (independent directors) are given information relevant to further studies of corporate governance, when available. They may select courses in which to participate, and the Company takes care of registration and relevant affairs.

(2) SinoPac Securities regularly holds a meeting of the board of directors each month. In 2018, the average actual attendance of directors for the Company's 10th board of directors was about 76.25%, or 93.75% including proxies; the Company's 11th board of directors was about 91.11%, or 100% including proxies.

(3) By the end of 2018, all incumbent directors had completed no less than 6 hours of corporate governance training courses in advanced study.

(4) Liability insurance for directors (independent directors) is bought by the parent company, SinoPac Holdings.

(5) SinoPac Securities has a customer service hotline staffed with many customer service personnel to provide timely solutions to customers' issues. SinoPac Securities also has a customer service email, so if customers have any comments, they can inform the Company immediately.

(6) The Company has established risk management policies, including "Risk Management Measures," "Market Risk Management Measures," "Credit Risk Management Measures," "Operational Risk Management Measures," and "Liquidity Risk Management Measures," as the basis of business operation for the Company and its subsidiaries to ensure an effective control on the risks. The risk management goals and policies of the Company are based on the concept of risk capital allocation.The Company sets up a limit for total risk exposure and adopts the principles of risk diversification/aversion or loss control depending on the scenarios to pursue solid asset growth while controlling the risks within a certain range.
For market risk measurement, the Company adopts value at risk (VaR) and verifies the effectiveness of the VaR system via stress testing, sensitivity analysis, and back testing on a regular basis. In addition, SinoPacSecurities adopts interest sensitivity index (Total D value, DV01), Greeks (Delta, Gamma, Vega) and many other indexes to evaluate market risk. For credit risk management, the Company sets up specific credit limits for each client, each company, and each group. For operational risk management, the Company establishes an information risk management system and SOPs.
To enhance risk management, SinoPac Securities introduced MSCI , an internationally known institution, and uses its VaR system, Risk Manager, and its related equipment. Combined with our ongoing risk management systems, we can have more exactly and accurately quantitative models to evaluate the risk more effectively.
No discrepancy 
9.Taiwan Stock Exchange's Corporate Governance Center has released its most recent Corporate Governance Evaluation; please describe how your company has improved since last year and, if not, how you plan to prioritize improvement:
Our Company is not a TWSE/TPEx listed company; therefore, this does not apply.