Structure

The Board of Directors is the highest governance body and a total of 10 seats of directors have been established, among which 3 seats are for independent directors, and the term of office of directors is 3 years. In 2020, the regular Board of Directors' meetings were convened 12 times, and 1 sessions of extraordinary meetings were convened.
Since 2015, the Board of Directors performance evaluation has been implemented, and in 2018, the "Regulations of Self-Evaluation or Peer-Evalution of the Board of Directors" have been stipulated to specify that performance evaluation shall be conducted once annually for the Board of Directors and functional committees, and the Board of Directors shall entrust an external institution to conduct the performance evaluation every three years. In 2020, the Taiwan Institute of Ethical Business and Forensics has been entrusted to conduct the 2019 external performance evaluation of the Board of Directors. In addition, the evaluation result is reported in the Board of Directors' meeting in order to enhance the performance of the Board of Directors. The historical results of the Board of Directors performance evaluation have indicated "Excellent", and the internal performance evaluation result for the 2020 Board of Directors and functional committees is also "Excellent".

Ratings and Benchmarks

Top 6%~20% in the seventh term Public Company Corporate Governance Evaluation in 2020.

Corporate Governance Officer

The resolution of the Board of Directors was passed in 2019. Yu-Ping Tien, Vice President of the Executive Office, assumes the chief corporate governance officer. She has been engaged in the management of the Board of Directors and the Audit Committee's meeting and related corporate governance affairs of the Company for more than 10 years, and has completed the annual training hours of the corporate governance supervisor for 18 hours (more than 12 hours required by the law). Her main duties include "handling the meeting related matters of the board of directors and the shareholders’ meeting in accordance with the law", "making the minutes of the board of directors and the shareholders’ meeting", "assisting the directors in taking office and continuing learning", "providing the data required for the directors to carry out their business", "assisting the directors in complying with laws and regulations", etc.
The business implementation in 2020 is as follows:
  1. To be responsible for the proceedings of the Board of Directors/Shareholders meeting and making minutes.
  2. To assist the Board of Directors, the Audit Committee, the Corporate Governance & Nominating Committee.
  3. According to the corporate governance evaluation indicators of the Taiwan Stock Exchange and the Taiwan Corporate Governance Association, assist each unit to inspect the implementation of corporate governance-related matters.
  4. Assist the directors (including independent directors) in performing their duties, providing necessary data and arranging more than 6 hours of further study as required by the directors’ act.
  5. Assist the Board of Directors, functional committees, individual directors and peers in performance evaluation.
  6. Handle the "Directors and Officers Liability Insurance" and submit it to the Board of Directors.

Ethical Management

To foster the corporate culture of ethical management and sound development, the Company appoints a dedicated unit, the Corporate Governance and Nominating Committee, under the Board of Directors, being responsible for establishing and supervising the implementation of the ethical corporate management policies. The Compliance department and the Executive Office of the Company shall assist the dedicated unit to implement the aforesaid policies.
The operation of the dedicated unit and the achievement in 2020 includes: 
  1. The establishment of the regular basis risk assessment mechanism to analyze and assess the business activities within the business scopes at a higher risk of being involved in unethical conduct. The results of the risk assessment was reported to the Board of Directors on Dec. 17, 2020.
  2. The Amendment of the “Ethical Corporate Management Best Practice Principles” of the Company, which is approved by the Board of Directors on Dec. 17, 2020.
  3. The Company adopted the “Procedures for Ethical Management and Policies for Conduct Management”(hereinafter the “Procedures”) which is referred to prevailing domestic and foreign standards or guidelines and approved by the Board of Directors on Dec. 17, 2020.The Procedures includes preventive measures against the followings:
a) Offering and acceptance of bribes.
b) Illegal political donations.
c) Improper charitable donations or sponsorship.
d) Offering or acceptance of unreasonable presents or hospitalities, or other improper benefits.
e) Misappropriation of trade secrets and infringement of other intellectual property rights.
f) Engaging in unfair competitive practices.
g) Damage caused to the rights of consumers. 
 
The Company also arranged the training programs for the directors, employees, and the salesmen in 2020. The training programs include anti-money laundering, corporate governance and the ethical corporate management, whistle-blowing system, transactions between insurance enterprises and interested parties, the prevention of the insider trading, and the principle for financial service industries to treat clients fairly.