Implementation Status

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Implementation Status
  • Implementation Status
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   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) Has the Company had and adhered to an internal SOP for dealing with stockholders' suggestions, inquiries, and disputes? V   (1) The Company designates stock affairs specialists or relevant supervisors dedicated to handling shareholder proposals, inquiries, disputes, and lawsuits. No discrepancy
(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 Holdings holds 100% of the Company's shares and is the single juristic person shareholder of the Company.
(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 "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) Has the Company established 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) Has the Company established a policy of diversity for the composition of the Board of Directors and acted accordingly? V   (1) The directors of the Company are assigned by the parent company, SinoPac Holdings, with consideration of diversity. In addition to some directors who served important positions in well-known securities or financial institutions at home and abroad, the Board members include senior bankers, mass media professionals, and industrial analysts, who offer suggestions regarding financing, accounting, marketing, etc. Some members with backgrounds in law assist in the operation of the Company and the Board of Directors by offering suggestions regarding legal compliance and corporate governance.    No discrepancy 
(2) Has 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) Has the Company established the Measures of Performance Assessment for the Board of Directors and the assessment method thereof, conducted yearly performance assessment on a regular basis, reported the performance assessment results to the board of directors, and used those results as a reference for determining the remuneration of each director and nomination for reappointment? V   (3) The Company enacted the "Regulations Governing the Evaluation of the Performance of the Board of Directors." The Board of Directors and functional committees shall conduct performance assessments annually according to the aforementioned measures and report the assessment results to the Board of Directors before the end of March of the next year. The performance review will be referenced when new members are nominated for or appointed to the Board of Directors. Each member will be given a performance assessment that will be referenced when determining remuneration of each director.
(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   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 of Directors
meetings and Audit Committee meetings in accordance with the law, preparing meeting minutes of Board of Directors and Audit Committee, and other matters related to corporate governance.
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 due care of a prudent administrator, so as to enhance the Board of Directors' efficiency and execution effectiveness.
The execution status of duties in 2020 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. Formulated Board meeting agendas, notified Board members of said agenda 7 days prior to the scheduled meeting, convened meetings, and provided meeting materials. Gave prior notice when recusal of conflict of interest was needed for issues to be discussed in the meetings, and completed Board meeting minutes within 20 days after the meeting.
4. Assisted Directors with legal compliance.
5. According to the company's business characteristics and directors' needs, assist directors in completing annual continuing education requirements.
6. Adhered to the latest laws and regulations in the company's business areas and
corporate governance, amend internal regulations related to corporate governance, and report to the Board of Directors for resolution.
7. Completed the company's 2020 director and manager liability insurance renewal operations.
 No discrepancy
5. Has the Company established communication channels with stakeholders (including but not limited to shareholder, 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 maintaining free-flowing internal communication between its members of staff and executive management.
  No discrepancy
6. Has the Company commissioned any professional stock affairs agency 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 institution has been commissioned for the affairs of the shareholders' meeting.  
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 website. No discrepancy 
(2) Has the Company disclosed 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
(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 advance 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' 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 company proactively provides the directors (independent directors) with information on continuing education related to corporate governance, and arranges registration on their behalf according to their self-selected courses. By the end of 2020, all incumbent directors have completed no less than 6 hours of corporate governance training courses in continuing education.

(2) The company regularly convenes Board of Directors meetings every month. In 2020, the Board met 16 times. The average actual attendance rate of directors is 96.59%.

(3) To improve the corporate governance mechanism, the directors' liability insurance for the Company's directors (independent directors) are insured by the parent company, SinoPac Holdings.

(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:
Our Company is not a TWSE/TPEx listed company; therefore, this does not apply.