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CSR

Index > CSR > Sustainable Governance > Operation of Board of Directors
Operation of Board of Directors

Mega Holdings established the Audit Committee to strengthen the supervisory and management of the Board of Directors. Directors are elected based on the candidate nomination system and board members have diverse backgrounds. The Company encourages directors to continue their education and organizes regular board performance evaluations. The role of the Corporate Governance Officer was established on April 1, 2019. A total of 15 meetings of the Board of Directors was held in 2018 and board members averaged an attendance in person rate of 95.43%. At least one independent director attended in person the Company's board meetings and the average attendance in person rate of independent directors in board meetings was 91.37%.

■ Board Member Diversity

The Company's Corporate Governance Best Practice Principles specify the policy of diversity. Board members shall be determined based on the Company's business operations, operating dynamics and development. The standards for diversity include (1) basic requirements (such as gender, age, nationality, and race) and (2) professional knowledge and skills (such as professional background, professional skills, and industry experience). Mega Holdings conducted an election of the seventh-term Board of Directors in 2018 for 12 directors and 3 independent directors (1 director resigned on October 1, 2018). As of the end of 2018, the Board of Directors is composed by 14 members, 4 of which are female and account for 29%. 2 directors are aged 40-49; 9 directors are aged 50-59; 2 directors are aged 60-69; and 1 director is aged 70-79. The average age of the directors is 56.92 and the average term is 1.62 years. Among the 75 directors and supervisors of subsidiaries, there were 31 female directors and supervisors which accounted for 41%. It demonstrates the Group's performance in the diversity policy for the directors.

The Company's Chairman does not serve concurrently as the President and only one director serves concurrently as a manager. The ratio of external directors is 93%. The directors are from the finance industry, government agencies, and the academia. Only one director is concurrently held by the managerial officer. The professional background of the directors covers law, accounting, banking, finance, and economics; the professional skills include risk management, compliance, anti-money laundering, finance, economic analysis, business management, internal control, and industry knowledge. The standards for diversity in the Company's Corporate Governance Best Practice Principles are met and each board member has the necessary knowledge, skill, and experience to perform their duties. The structure and diversity of the board members are provided in the table.

The Company's Corporate Governance Best Practice Principles specifies that independent directors may not serve more than three consecutive terms to ensure that independent directors can exercise their authority in an objective manner and that independence is not reduced by extended association. The reelection of all Directors was held in 2018 and all 3 new independent directors elected for this term (seventh term) were newly appointed. The average terms of the sixth and seventh-term independent directors were 5 years and 0.6 years, respectively, and there were no cases where the independent directors served for more than nine years.