The Company uses a candidate nomination system to elect its directors. Candidates for director are selected based on the nominations of the Nomination Committee in consideration of the Board’s overall composition. After qualification examinations by the Nomination Committee, the candidates are approved by the Board and submitted to the general shareholder meeting for election.
In compliance with the Company’s Rules for Director Elections, Nomination Committee Charter, and Corporate Governance Best Practice Principles, CTBC Holding has established director diversity criteria covering basic components (e.g., gender, nationality, and age) as well as Professional background, such as: (law, accounting, industry, finance, financial holding, banking, securities, insurance, marketing, or technology, etc.), professional expertise (business, information, information security, mergers and acquisitions, digital finance, or risk management, etc.), industry experience, and corporate sustainability and social participation: environmental sustainability, social responsibility, corporate governance, etc.
Each Board member shall have the necessary knowledge, skills, and experience to perform their duties; the abilities that must be present in the Board as a whole are as follows:
- the ability to make operational judgments;
- the ability to perform accounting and financial analysis;
- the ability to operate and manage the Company, including its subsidiaries;
- crisis management skills;
- industry knowledge;
- a global market perspective;
- leadership skills;
- decision-making skills; and
- risk management knowledge and capabilities.
In accordance with our business attributes, the Company shall have at least one director respectively with expertise in banking, insurance, and securities based on the nature of business; and having at least one director who is a woman as target.
The Board of Directors comprises seven directors, of whom three are general directors and four are independent directors. The independence percentage is 57% and the gender percentage is 14%. There are 5 directors expertise in banking, 2 are expertise in insurance, and 2 are expertise in securities. The average tenure of the current independent directors is 4.5 years and the average age of the whole directors is 65. Each director has business experience in managing subsidiaries and able to supervise and guidance of the Board of Directors.
Current director qualifications:
| NameCriterion | Wen-Long Yen |
Daniel I. Wu |
James, Chen |
Sheng-Yung Yang |
Cheung-Chun Lau |
Wen-Yen Hsu |
Chung-Hui Jih |
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|---|---|---|---|---|---|---|---|---|---|
| Basic composition | Nationality | R.O.C | R.O.C | R.O.C | R.O.C | UK | R.O.C | R.O.C | |
| Gender | Male | Male | Male | Male | Male | Male | Female | ||
| Age | 50-69 | ||||||||
| 70 or above | |||||||||
| Tenure of independent directors (years) | ≦ 3 years | ||||||||
| >3 years and ≦ 6 years | |||||||||
| >6 years and ≦ 9 years | |||||||||
| Professional skills | Operational judgment abilities | ||||||||
| Accounting and finance abilities | |||||||||
| Management and administration abilities | |||||||||
| Industry knowledge | |||||||||
| International market perspective | |||||||||
| Leadership skills | |||||||||
| Decision-making skills | |||||||||
| Banking | |||||||||
| Insurance | |||||||||
| Securities | |||||||||
| Investment | |||||||||
| Risk management skills | |||||||||
| Academia | |||||||||
| Legal professional | |||||||||
| External Independence [Note] | |||||||||
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[Note]
Key Definitions of Independent Directors: independent by meeting at least 4 of the 9 criteria (of which at least 2 of the 3 first criteria) listed below:
- The director must not have been employed by the company in an executive capacity within the last year.
- The director must not accept or have a “Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year”, other than those permitted by SEC Rule 4200 Definitions, including i) payments arising solely from investments in the company's securities; or ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.
- The director must not be a “Family Member of an individual who is [...] employed by the company or by any parent or subsidiary of the company as an executive officer.” (Executive Officer: Employees who have an executive function and play a strategic role within an organization. They hold senior positions and impact company-wide decisions. Executives usually report directly to the CEO, and the CEO is included in the definition of executive level.)
- The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the company or a member of the company’s senior management.
- The director must not be affiliated with a significant customer or supplier of the company.
- The director must have no personal services contract(s) with the company or be a member of the company’s senior management.
- The director must not be affiliated with a not-for-profit entity that receives significant contributions from the company.
- The director must not have been a partner or employee of the company’s outside auditor during the past year.
- The director must not have any other conflict of interest that the board itself determines to not be considered independent.
Historical Board Meeting Status and Major Resolutions
Please refer to “Major Internal Policies” for the “Rules of Procedure for Board of Directors”.
Board Performance Evaluations
The Company has in place Regulations Governing Board Performance Evaluations, which have been approved by the Board of Directors. Each year, we conduct internal performance evaluations of the Board of Directors’ overall operations, of functional committees, and of individual Board members. In addition, an external evaluation must be performed at least once every three years by an independent professional institution or a team of external experts and scholars. The annual performance evaluation results are required to be completed by the end of the current year and reported to the Nomination Committee, Remuneration Committee, and Board of Directors by the end of the first quarter of the following year.
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Internal evaluation results
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I.
The Company determine the items used for the overall Board, individual director, and functional committee evaluations, which shall cover at least the following major criteria:
- For overall Board performance evaluations:
- participation in the Company’s operations;
- improvement of the Board’s decision-making quality;
- the composition and structure of the Board;
- the election and continuing education of directors;
- internal control; and
- attention to environmental, social, and corporate governance (ESG).
- For individual Board member evaluations:
- understanding of the Company’s goals and mission and attention to ESG;
- understanding of the duties and responsibilities of directors;
- participation in the Company’s operations;
- management of internal relationships and communications;
- professionalism and continuing education; and
- internal control.
- For functional committee evaluations:
- participation in the Company’s operations;
- understanding of the duties of functional committees;
- improvement of functional committees’ decision-making quality;
- the composition and election of functional committee members; and
- internal control.
- For overall Board performance evaluations:
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II.
The evaluation results are classified into four levels. A score of 90 or above, or an achievement rate of 90% or above, is rated as “significantly above average,” while scores (or achievement rates) of 80–89 (80%–89%), 70–79 (70%–79%), and below 70 (below 70%) are rated as “above average,” “average,” and “requires improvement,” respectively.
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III.
For 2025, the Company’s Board performance evaluations covered the Board as a whole, individual Board members, each functional committee, and submitted to the Board for approval on Jan. 28, 2026. The evaluation period was Jan. 1, 2025, to Dec. 31, 2025. The results are as follows:
- A.The Board as a whole: All directors and the Corporate Governance Officer gave “significantly above average” ratings.
- B.Individual directors: All directors received “significantly above average” ratings.
- C.Functional committees: All members of the six functional committees (i.e., the Audit, Remuneration, Risk Management, Nomination, Ethics and Integrity, and Sustainability Committees) and the Corporate Governance Officer received “significantly above average” ratings.
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IV.
The results of the Board performance evaluations will serve as a reference for enhancing Board performance and for the nomination and election of Board members (including independent directors). The performance evaluation results of individual directors will be considered in determining their compensation.
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I.
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External evaluation results
In accordance with the aforementioned regulations, the Company engages an external professional independent organization or a team of external experts and scholars to conduct a performance evaluation of the Board and its functional committees every three years. The following outlines the implementation of the most recent external evaluations:
2024 Timeline In October 2024, the Company engaged the Taiwan Corporate Governance Association to conduct an external performance evaluation. The overall assessment results were submitted to the Board of Directors for review and acknowledgment on March 21, 2025. Independence of the external organization: The Taiwan Corporate Governance Association is an independent and professional non-profit organization dedicated to corporate governance assessments and board performance evaluations. It has long supported Taiwanese enterprises in enhancing their governance and sustainability. The association and the experts involved in this evaluation maintain no other business relationships with the Company, ensuring their independence. Evaluation period Jan. 1, 2024, to Dec. 31, 2024 Evaluation criteria - Board composition and division of responsibilities
- Guidance and supervision
- Delegation and risk management
- Communication and collaboration
- Self-discipline and continuous improvement
Evaluation methods Questionnaires, document review, and on-site interviews Evaluation summary - The Company upholds its brand spirit of “We are Family,” grounded in care, professionalism, and trust, with a corporate mission to “protect and build.” It actively advances corporate governance measures, respects stakeholder rights, and implements sustainable practices to realize its “Taiwan Champion, Asia Leader” vision.
- The Board was re-elected in June 2022 and currently consists of seven directors (three representing corporate shareholders and four independent directors). Independent directors comprise the majority and include one female member. The Board possesses a diverse range of expertise in areas such as corporate management, finance, risk control, banking, insurance, securities, and investment, aligning with the Company’s business development needs.
- To strengthen Board functionality, the Company respects the opinions of directors and arranges pre-meeting briefing sessions for major proposals (e.g., mergers and acquisitions, annual budgets, and five-year strategic plans) to ensure communication with the management team in advance.
- The Board is supported by six functional committees: the Audit Committee, Remuneration Committee, Risk Management Committee, Nomination Committee, Ethics and Integrity Committee, and Sustainability Committee. The independent directors actively fulfill their responsibilities, and their expertise is effectively leveraged. During the evaluation period, all committees performed their duties actively.
- The Company prioritizes talent development and succession planning. It regularly reviews leadership team demographics and competencies, defines competency and behavioral benchmarks, and provides tailored training programs. In the first quarter of every year, the Human Resources Department reports the previous year’s training outcomes and current year’s training plan to the Nomination Committee and the Board. Succession development is also integrated as a key performance indicator for all managerial levels.
- The Remuneration Committee assists the Board in periodically reviewing the compensation policies, structures, and standards for directors and executives. A bonus deferral mechanism is in place for the Chairman and Vice Chairman to incentivize long-term performance. Executive performance evaluations incorporate non-financial indicators such as legal compliance, risk control, succession development, corporate image enhancement, and reputation maintenance, aligning compensation with long-term performance and corporate sustainability.
- The performance of the Chief Auditor is first assessed by members of the Audit Committee using an audit quality feedback form and then submitted to the Chairman for final approval. Additionally, the Company has appointed a Chief Control Officer to oversee internal control system implementation and streamline internal control processes. These are advanced approaches rarely seen in the industry.
- The Corporate Governance Officer is responsible for promoting governance practices, facilitating communication with directors, and providing them the necessary information to perform their duties. To enhance support for the Board and its committees, the Company has introduced an electronic proposal system that digitalizes meeting materials, demonstrating its commitment to using technology to improve Board efficiency.
- Since 2018, the Company has commissioned the Taiwan Corporate Governance Association to conduct external Board evaluations to strengthen its governance and improve its Board’s effectiveness. The second evaluation took place in 2021, with the results of both submitted to the Board. Recommendations provided by the association were prioritized and implemented to enhance governance. This third external evaluation further reflects the Company’s commitment to continuous improvement and effective Board operation.
Evaluation recommendations The Company currently has seven directors, with independent directors accounting for the majority (four seats) and with one female director. The Board is scheduled for re-election this year. It is recommended that, in addition to maintaining the Company’s leading practice of having a majority of independent directors, the proportion of female directors be appropriately increased. This would demonstrate the Company’s support for regulatory initiatives and reinforce its role as a model of exemplary corporate governance. Subsequent handling The Company has revised the Board Performance Evaluation Questionnaire to include an item on whether the gender composition of the Board complies with the diversity policy.
Whether he/she has at least five years of work experience and meet one of the following professional qualifications
| Sheng-Yung Yang |
Cheung-Chun Lau |
Wen-Yen Hsu |
Chung-Hui Jih |
|
|---|---|---|---|---|
| An instructor at a public or private college, in a department of commerce, law, finance, accounting, or other academic departments related to the business of the Company. | ||||
| A judge, public prosecutor, attorney, certified public accountant, or other professional technical specialist, in a profession necessary for the business of the Company, who has passed a national examination and been awarded a certificate. | ||||
| Have work experience in the area of commerce, law, finance, accounting, or work experience needed by the Company. |
Independence Status
| Sheng-Yung Yang |
Cheung-Chun Lau |
Wen-Yen Hsu |
Chung-Hui Jih |
|
|---|---|---|---|---|
| 1. The member is not an employee of the Company or any of its affiliated enterprises. | ||||
| 2. The member is not a director or supervisor of the Company or any of its affiliated enterprises. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50 percent of the voting shares.) | ||||
| 3. The member is not a natural person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings. | ||||
| 4. The member is not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under item 1 or any of the persons in the item 2 and item 3. | ||||
| 5. The member is not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. | ||||
| 6. If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: the member is not a director, supervisor, or employee of that other company. | ||||
| 7. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: the member is not a director (or governor), supervisor, or employee of that other company or institution. | ||||
| 8. The member is not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. | ||||
| 9. The member is not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the " Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" or to the "Business Mergers and Acquisitions Act" or related laws or regulations. |