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Corporate Governance
Committees

Committees

Member of functional committee
Title Name Current Positions Audit Committee Remuneration Committee Sustainable Development Committee Digital Transformation Committee Education and Experience
Chairperson
Pei-Jean Liu
Chairperson, Taiwan Business Bank, Ltd.
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Chairman
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Chairman
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Managing Director & President
Chih-Chien Chang
Managing Director & President, Taiwan Business Bank, Ltd.
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Managing Director (Independent Director)
Xin-Wu Li
Associate Dean & Director, Research Division ⅢTaiwan Institute of Economic Research
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Convener
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Independent Director
Jin-Long Liu
Professor, Graduate Institute of Industrial Economics, National Central University
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Convener
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Independent Director
Yong-Cheng Zhuang
Professor, Associate Dean School of Law Soochow University
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Independent Director
Shao-Yuan Chang
Independent Director,Taiwan Business Bank
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Independent Director
Chiou-Mien Lin
Associate Professor,Department of Real Estate & Built Environment, NTPU
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Member
Wen-Nang Tsan
Chairman, Digital Transformation Academy
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Member
Chia-Chung Chen
Independent Director of Dimerco Data System, Corp.
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Audit Committee
Established in May 25, 2012
The composition of the Audit Committee members
The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convenor, and at least one of whom shall have accounting or financial expertise. The terms of service of independent directors are a three-year interval.The independent director members of the Committee shall serve a 3-year term, and may be re-elected to further terms. When the number of the independent director members on the Committee falls below that prescribed in the preceding paragraph or in the articles of incorporation due to an independent director's dismissal for any reason, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of the occurrence to hold a by-election to fill the vacancies.
The duties are as follows
  • Fair presentation of the Bank's financial statements.
  • Appointment (dismissal), independence and performance of the Certified Public Accountants (CPAs).
  • Effective implementation of the Bank's internal control.
  • Compliance with relevant laws and regulations.
  • Management of existing or potential risks.
Operations

An audit committee shall meet at least quarterly, which shall be set out in the audit committee charter. The reasons for calling a meeting of the audit committee shall be notified to each independent director member at least seven days in advance. In emergency circumstances, however, this requirement does not apply.

The details of the meeting convened and participation rates, please refer to the bank's annual report or MOPS to search the operation records of the funcitonal committee.

Remuneration Committee

Established in August 22, 2011

The composition of the Remuneration Committee members

The members of this committee are appointed by the resolution of the board of directors, and their number is three to five. A majority member should be independent directors, and all members shall elect an independent director to serve as the convener and chairperson of the meeting.

The term of the Remuneration Committee members shall end at the same time as that of the board of directors that appointed the members.

When the member of the Remuneration Committee is dismissed for any reason, resulting in less than 3 members, the board of directors shall be convene the meeting within 3 months from the date of occurrence of the event to appoint a replacement.

The Remuneration Committee consists of five independent directors.

The duties

The Remuneration Committee shall have the loyalty and shall exercise the due care of a good administrator in conducting the duties as follows.

  • Establish and periodically review the performance evaluation and remuneration policy, system, standards and structure for directors and managers.
  • Regular assessment and determination of compensation for directors and managers.
  • Set the performance assessing standards and remuneration standards for business personnel. The business personnel specified in this paragraph refer to the personnel whose performance assessment comes from the sale of various financial products and services.
Activities

The committee shall convene the meeting at least twice a year, which requirement shall be expressly provided in the committee's charter.

For the status of the meeting and the attendance rate of each member, please refer to the Bank's annual report or click on the operation status of the Open Information Observatory Functional Committee.

Sustainable Development Committee

Established in November 14, 2018

(Original name: CSR Committee)

The composition of the Remuneration Committee members

There are currently 5 members. Except for the Chairman and the President undertaking posts of committee chairman the mandatory member, respectively, the remaining 3 members are Independent Directors.

The duties

The duties are as follows

  • Review of annual sustainable development strategies and targets.
  • Review of the implementation plans for various sustainable development work scopes.
  • Follow-up on the implementation status of sustainable development activities and review of actual performance.
  • Review and approval of the standards for producing the sustainable development report.
  • Review of other sustainable development -related affairs.

Issues resolved or discussed and approved by this committee shall be handled by relevant units or team members of the Bank.

The committee should report to the board of directors on the results of the annual implementation of sustainable development.

Activities

This committee is to convene once every six months, however it can be adjusted flexibly when necessary, but it should be convened at least once a year.

Digital Transformation Committee

Established in December 16, 2020

Membership

The committee has three to six members. The chairman is TBB chairman of the board and the general manager is an ex officio member. The rest are appointed by the chairman.

The term of the members is the same as the term of the board of directors, and the board of directors may reassign at any time when necessary.

Authority

The authority of this committee is to review the application of digital technology to TBB's operating procedures, business innovation and research and development, organization and management, and crossbusiness cooperation, etc., to improve the TBB's operating performance and expand its business scale.

Matters approved by the committee shall be submitted to the board of directors for approval.

Implement

The committee is convened every six months and can be adjusted if necessary.

Communication policy between independent directors, Internal auditing officer and CPA
  • Once every year at least, the independent directors and the Internal auditing officer must have a discussion about internal auditing suggestions and relevant issues of all departments and subsidiary companies and archive the records. If an incident occurs, this discussion may be conducted anytime.
  • Twice every year at least, the independent directors and CPA must have a discussion about the bank’s financial report review status or other accounting issues. If an incident occurs, this discussion may be conducted anytime.