SKFH's policy on corporate governance is based chiefly on the "Corporate Governance Best-Practice Principles for Financial Holding Companies" and "Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies."
Independent Directors and Supervisors
SKFH has revised its Company Articles of Association in accordance with stipulations in Article 14-2 of the Securities and Exchange Act and the Regulations Governing Appointment of Directors and Compliance Matters for Public Companies. In addition, the Company elected three independent directors at its 2011 annual shareholders meeting—Mr. Chi Shih, Cheng, Mr. Wen Chi, Wu, and Mr. Cheng Yi, Li
Code of Ethics
SKFH is the first financial holding company in Taiwan to establish a code of ethics. This code serves as a guide for company Directors, Supervisors and officers (including officers holding the positions of President, Executive Vice President, Assistant Vice President, manager, heads of finance and accounts departments, and positions of equal rank, as well as other officers with management duties and signing rights) to comply with ethical standards. It serves furthermore to inform shareholders and other interested parties of the ethical standards followed at SKFH.
Internal Control and Audit Systems
As part of its risk management and legal compliance policies, SKFH conducts routine business audits at least once annually and special business audits on finance, risk management, and compliance of the company and its subsidiaries at least once semi-annually. Such audits are carried out in accordance with the "Regulations Governing the Implementation of Internal Control and Audit Systems by Financial Holding Companies."
Information Disclosure System
SKFH has taken the following measures to fully inform shareholders and interested parties of the company's financial affairs and operational status:
a.) Establishment of a spokesperson and acting spokesperson system
b.) Announcements to the Market Observation Post System (MOPS) as designated by the competent authority, publication of annual reports, shareholder prospectuses, and share issue prospectuses to upgrade the quality of information disclosure
c.) Disclosure on the company website of investor-related financial information; and establishment of an IR support team to provide updated information to domestic and overseas investors
d.) Holding of quarterly investor conferences to brief investors of the company's operating status; and posting of conference materials on the company website
Credit Rating System
In order to reinforce investor confidence in its financial strength, SKFH has continued to commission the credit rating services of Standard & Poor's (S&P) for the parent and major subsidiary companies of the group. The credit rating agency has given solid ratings to SKFH for financial soundness and flexibility. For detailed information on the 2010 credit rating results, please go to "credit rating
Director and Supervisor Study System
Based on the Guidelines for "Continuing Studies by Directors and Supervisors of TSEC/GTSM Listed Companies," SKFH has drafted measures to encourage company Directors and Supervisors to pursue further study.
Interested Party Transactions
SKFH has drafted "Rules on Transactions by Shin Kong Financial Holding Co. and Interested Parties" and "Measures on the Management of Credit and Non-credit Transactions by Shin Kong Financial Holding Co., its Subsidiaries, and Interested Parties" in accordance with articles 44 and 45 of the Financial Holding Company Law.