| Activity | Status of Implementation | Discrepancy with industry standard and the causes |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| 1.Has the Company established and disclosed 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 WSE/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 Corporate Governance Principles are published on the Company's website. | No discrepancy | |
| 2. Ownership structure and stockholders' rights | ||||
| (1)Has the Company had and adhered to an internal SOP for dealing with shareholder suggestions, inquiries, disputes, and lawsuits? | V | (1)This item is not applicable, since 100% shares of SinoPac Securities are owned by SinoPac Financial Holdings Company Limited. | Given the Company is owned by a single shareholder, the functional duties and power of the shareholders’ meeting shall be exercised by its Board of Directors. However, any issues regarding the functional duties and power of the shareholders’ meeting and the issues specified by the SinoPac Holdings shall be submitted to the SinoPac Holdings’ Board of Directors for approval before the decision is put into practice in accordance with prescribed procedures. No discrepancy otherwise. | |
| (2)Has the Company retained a register of major shareholders who have controlling power and the persons with ultimate control over those major shareholders? | V | (2)SinoPac Financial Holdings Company Limited holds 100% of the Company's shares and is the sole shareholder of the Company. The eligibility of the SinoPac Holdings’ shareholders shall be verified by the SinoPac Holdings in accordance with the regulations set forth in Article 16 of the Financial Holding Company Act. | ||
| (3)Has the Company established and implemented 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 "Interested Party Credit and Transaction Policy and Managemer Rules." The parent company, SinoPac Holdings, has established the "Firewall Policy" and requires all subsidiaries to comply with this policy to prevent possible conflicts of interest arising from business or trading activities with and between subsidiaries. | ||
| (4)Has the Company established internal rules to prohibit insiders from trading securities based on non-public information? | V | (4)The Company has established "Regulations of Insider Trading Governance." 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)Has the Board of Directors devised a diversity policy, set specific management goals, and implemented them? | V | (1)The Company has devised diversity guidelines for the composition of the Board, stipulated in Chapter 3 "Enhancing the Function of Board of Directors" in its Corporate Governance Principles. The 12th Board of Directors consists of 9 directors, including 3 independent directors, 1 director who concurrently serve as managerial officer (where Chairman Stanley CHU is the President of SinoPac Holdings,) and 5 directors who do not concurrently serve as managerial officer at SinoPac Securities. The Board of Directors comprises 1 female and 8 male directors. The board members have unique professional experiences (e.g., work experience in financial holding companies, securities, financial management, and other industries) or backgrounds (e.g., banking, commerce, law, accounting, finance, information security/information technology, and risk management). These directors possess the knowledge, skills, and competencies required to perform their duties. The directors of the Company leverage their diverse backgrounds and experiences to offer suggestions on legal compliance and corporate governance to optimize the process by which the Board of Directors makes decisions, thereby facilitating board operations. | No discrepancy |
|
| (2)In addition to Remuneration Committee and Audit Committee, has the Company established other functional committees voluntarily? | V | (2)The parent company, SinoPac Holdings, has established the Remuneration Committee, Audit Committee, and the Ethical Corporate Management Committee. As a subsidiary wholly owned by SinoPac Holdings, the Company worked in accordance with SinoPac Holdings. SinoPac Securities has set up an Audit Committee. | ||
| (3)Has the Company established standards to measure the performance of the Board, conducted the evaluation annually, and reported the results of evaluation to the Board of Directors and referred to the said results when determining each director's compensation and reelection? | V | (3)To implement corporate governance and enhance the Board’s functions, and to set forth performance objectives to improve the operation efficiency of the Board of Directors, the Company formulated the "Regulations Governing the Evaluation of the Performance of the Board of Directors." The Board of Directors and functional committees shall conduct performance evaluations annually according to the measures and report the evaluation results to the Board of Directors before the end of March of the next year. In 2022, internal self-evaluation was adopted to evaluate the performance of the Board of Directors, individual directors, and Audit Committee. The self-evaluation results were all rated "excellent" indicating that the directors and committee members all understood the operations of the Board of Directors and functional committee (Audit Committee) to be effective and efficient. The overall operation is therefore considered to be favorable. This self-evaluation results were reported to the Board of Directors on March 8, 2023, and the performance assessment results for individual directors will serve as a reference for setting the directors' 2022 remuneration and for nominating of board members of the next term. | ||
| (4)Has the Company assessed the independence of the CPA on a regular basis? | V | (4)The Company regularly evaluates the independence and competence of appointed certified accountants every year. The accounting unit will evaluate the results, then submit the review results with the next annual accountant appointment and certification remuneration proposal to the Company's Audit Committee for approval, and then send it to the Board of Directors for review and ratification. The Company's certified accountants satisfy the Company's independence assessment standards, and the certified accountants have issued a declaration of independence. | ||
| 4. Has a TWSE/TPEx listed company employed competent corporate governance personnel in an appropriate number and appointed a chief corporate governance officer to take charge of corporate governance-related affairs (including but not limited to providing directors/supervisors with information required for performance of duties, assisting directors/supervisors in legal compliance, convening board meetings and shareholders meetings in accordance with the law, and preparing minutes for board meetings and shareholders meetings)? | V | The Company's Legal & Compliance Division has a dedicated staff responsible for coordinating corporate governance-related matters, providing information required by directors to perform their business, handling matters related to board meetings and Audit Committee meetings in accordance with the law, preparing minutes of board meetings and Audit Committee meetings. The Board of Directors' meeting resolved to establish a chief corporate governance officer to strengthen the responsibilities and functions of directors and protect the rights and interests of shareholders. The main responsibilities comprise assisting the Board of Directors in implementing corporate governance and legal compliance and assisting Board of Directors in fulfilling their duty of loyalty and exercising the duty of care of a good administrator, so as to enhance the Board of Directors' efficiency and execution effectiveness. The execution status of duties in 2022 is as follows: 1. Assisted independent directors and directors in performing their duties, provided the necessary information, and arranged continuing education for directors. 2. Facilitated the procedures for Board of Directors' meetings, Audit Committee meetings, and matters related to legal compliance of resolutions. 3. Drafted the agendas for board meetings and notified directors thereof seven days prior to the meeting; convened meetings and provided meeting materials; reminded directors of necessary recusal in advance; and prepared and distributed the minutes of a Board of Directors' meeting to directors within 20 days after the meeting. 4. Drafted the agendas for an Audit Committee meeting and notified the committee members there of seven days prior to the meeting; convened meetings and provided meeting materials; reminded the committee members of necessary recusal in advance; and prepared and distributed the minutes of a meeting to the committee members within 20 days after the meeting. 5. Assisted directors with legal compliance. |
No discrepancy |
|
| 5. Has the Company established communication channels with stakeholders (including butnot limited to shareholders, employees, clients, and suppliers), set up a special section on the Company's website, and properly responded 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 maintain free-flowing internal communication between its staff and senior executives. |
No discrepancy |
|
| 6. Has the Company commissioned any professional shareholder services agent to manage the shareholders' meetings? | V | The Company is a wholly owned subsidiary of SinoPac Financial Holdings Company Limited, and the Company’s Board of Directors will exercise the rights and functions of the shareholders' meeting. Therefore, no agent has been commissioned for the affairs of the shareholders' meeting. | No discrepancy | |
| 7. Disclosure of information | ||||
| (1)Has the Company disclosed information regarding its finance, business operations, and corporate governance on the Company's website? | V | (1) SinoPac Securities discloses information regarding finance, business operations, and corporate governance on the Company's website. | No discrepancy |
|
| (2) Has the Company disclosed such information in other ways (e.g. establishing English website, assigning dedicated person to collect 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, dedicated person have been appointed for collecting and disclosing relevant Company information. The company has designated a spokesperson and an acting spokesperson for the unified disclosure of Company information. |
||
| (3) Has the Company made public and filed the annual financial report within two months after the end of each fiscal year, and made public and filed financial reports for Q1, Q2 and Q3 and monthly operating status in dvance before the set deadline? | V | (3)In accordance with the deadlines prescribed in the Securities and Exchange Act and the Regulations Governing Securities Firms, the Company made public and filed the annual financial report and financial reports for Q1, Q2 and Q3, and made public and filed the operating status for the previous month within the deadline prescribed in the Securities and Exchange Act. | ||
| 8. Is there any other important information regarding the corporate governance of the Company (including but not limited employees' interests, employee caring, investor relations, supplier relations, rights of interested parties, continuing education 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 Company regularly convenes board meeting every month. In 2022, the average actual attendance rate of directors was 93.75%. (2)Directors with conflict of interest relating to any agenda shall recuse themselves from voting in accordance with the law. (3)The parent company SinoPac Holdings has purchased and regularly renewed the liability insurance for directors and supervisors of its subsidiaries. In the 13th meeting of the 12th Board of Directors held on October 26, 2022, the Company proposed the content of the annual renewal of the contract for 2023. (4)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. (5)The Company has enacted the Work Rules to explicitly stipulate the rights and obligations of both the employer and employees, and established a reasonable remuneration policy to be linked to employees' performance assessments. Furthermore, the Company has an Employee Welfare Committee that offers various benefits and subsidies for employees. In terms of employee learning and development, the Company pays attention to employee's personal development, development and cultivation for all job levels, and cultivation of professional ability. (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, SinoPac Securities 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: The Company is not a TWSE/TPEx listed company; therefore, this does not apply. |
||||