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management team
the composition of the board of directors should take into account its diversity, and there should be a diversified guideline as to its operation and development, including, but not limited to: (1) gender, age, nationality, and culture background; and (2) expertise, skills, and experience.
directors' professional backgrounds
mechanism of the company’s board of directors
the board of directors is made up of 9 directors, of whom three are independent directors. independent directors, steven jeremy goodman, dar yeh hwang and chin fock hong, are noted experts from the legal, financial and management fields and they attended all meetings 100% in person. three board members are younger than 60 years old, three are between the ages of 60 and 69, and three are between the ages of 70 and 79. there is one woman on the board. the selection of both directors and independent directors is held to standards higher than those required by law. a nomination system is in place for all, with shareholders meetings held regularly at the end of may of each year, in order to dodge june, the busy month for shareholder meetings for listed companies. to ensure the participatory rights of shareholders, the company uses electronic voting to encourage shareholders to be proactive. the company voluntarily adopted means of voting on issues at shareholder meetings, which is also held to higher standards than those required by law, to respect the opinions of shareholders. major information about the company is simultaneously published on specified web sites in both chinese and english, to provide equal treatment for foreign and domestic investors alike.
to comply with 2018 revisions of taiwan’s company act, the company revised the “regulations of nominations of director candidates” and the articles of association. the company further revised the “reviewing standards and handling procedures for proposals submitted by shareholders” and the “rules and procedures of shareholders' meetings” in may 2019. in order to ensure the chailease board is in compliance with relevant laws and regulations, the company also revised “rules and procedures of board of directors meetings” in accordance with amendments to taiwan’s company act.
new board of directors performance evaluation guidelines were adopted in 2016. the board of directors’ performance is assessed in november annually. the overall performance of the board of directors as well as that of individual members of the board is evaluated. performance indictors include participation in company operations (for example, the attendance rate of 80% scores 3 points/ medium), the quality of board decisions, the composition and structure of the board of directors and functional committees, the director selection and terms, ongoing education, and internal control. every three years, chailease commissions a third party to perform an external performance evaluation. in march 2018, the taiwan corporate governance association (hereafter “tcga”) was engaged to conduct board performance evaluation. the evaluation procedures not only contained the review of written descriptions for assessment indicators and supporting documents, but also face to face meetings between the tcga and directors, each functional committee convener, and top managements. the tcga examined the operation of the board of directors and each functional committee from 8 aspects based on its wide experience of corporate governance assessment. the company obtained objective comments and suggestions from the board performance evaluation report issued by the tcga.
in order to comply with 2018 revisions to the corporate governance best practice principles for twse/tpex listed companies, chailease revised the “regulations governing evaluation of the performance of the board of directors” in september 2019. in addition to assessments of individual directors in accordance with current regulations, performance assessments of functional committees will also be mandated in relevant regulations to further increase functional committees’ participation in company operations and the quality of their decision making.
the board of directors is convened regularly to keep directors abreast of the latest business and operational information of the company. according to the “rules and procedures of board of directors meetings”, the chairman of the board is responsible for convening and chairing meetings of the board of directors. the board of directors meetings were held 9 times in 2019 and the average board meeting attendance rate reached 97.53%. the chairman employed meetings and classes to explain to directors the development of relevant rules and regulations both in taiwan and abroad to help keep directors up to date regarding the overall environment. the integration, analysis, and consolidation of information were conducive to the forming of suitable policies. classes were 6 hours in length.
under the board of directors are two committees with important functions: the audit committee and compensation committee. these enhance the function of the board of directors and protect the rights of shareholders. remuneration for directors (including independent directors) and key managers at the company are all provided in the company's charter, with remuneration tied to the company's results and the directors' performance. remuneration for independent directors is set by reference to prevailing industry standards, and in future, consideration will also be given to planning a way to solicit the opinions of stakeholders on salary, and including the results of votes on salary policy and suggestions. in order to strengthen corporate governance, fulfil our corporate social responsibility, and pursue sustainable operations, in 2018 chailease moved the corporate governance and ethics committee up the organizational hierarchy to directly under the board of directors and renamed it the corporate governance and sustainable development committee.
in light of the updated corporate governance roadmap issued by the financial supervisory commission, in 2018 chailease established a dedicated corporate governance officer position to assist the board with legal compliance, strengthen corporate governance, and build a culture of compliance to ensure company strategies conform to all legal and regulatory requirements.
there are specific rules on handling situations in which a director’s own interests conflict with those of the company in internal regulations. a director who is an interested party with respect to any agenda item of the board of directors cannot participate in discussion and vote nor hold a proxy for any other director on that agenda and shall enter recusal during discussion and voting. there was no proposal concerning the conflicts of interests of directors at the board of directors meetings.
to drive directors to be more proactive in their duties, the company has provided additional guidance on the legal responsibilities of directors in the relevant clauses of its charter, and also voted to revise the charter at an extraordinary general meeting on august 29, 2017, to bring retired directors within the scope of the supplemental regulations. the company signs a supplemental agreement with individual directors going forward while also purchases "directors' and key employee liability insurance" with us $30,000,000 in coverage. in the case of a director or important employee of the company or a subsidiary engaging in inappropriate actions in the course of their duties, causing harm to a third party, this will provide a means for payment and transit the financial risk of a lawsuit against the company, making corporate operations healthier overall.
the company has set the "rules for whistleblower protection" and the "procedures for ethical management and guidelines for conduct" and added anti-corruption clauses to contracts prohibiting bribery and other dishonest behaviors with counterparts in business dealings. to comply with 2018 revisions of taiwan’s company act, chailease amended “ethical corporate management best practice principles”, “procedures for ethical management and guidelines for conduct”, and “corporate governance best-practice principles” in march of year 2019.
csr committee
chailease set up the corporate governance and ethics committee in 2016, two years after establishing the csr committee in 2014. oversight over the past few years has brought significant progress and benefits. to meet external legal requirements and additional needs discovered during this oversight, in 2018 chailease moved the corporate governance and ethics committee up the organizational hierarchy to directly under the board of directors and renamed it the corporate governance and sustainable development committee (hereinafter referred to as “the committee”). in order to fulfill our corporate social responsibility, improve effectiveness of corporate governance efforts and to achieve integrity management, results of this implementation are reported to the board at least once each year so that corporate social responsibility becomes part of the fabric of company business strategy.
under the committee members, there are five groups that encompass important dimensions of corporate social responsibility. responsibility is divided among 10 of the company’s business units and the teams consist of 25 executives and employees in total. corporate governance and ethical management committee held two (2) meetings in 2018. the related departments provided reports and had discussions relating to the corporate social responsibility issues, which were resolved by the committee and executed by the related departments accordingly. 2018 annual report of the committee was submitted to board in june 2019.
to remain in line with future expected revisions to the company act and the updated corporate governance roadmap issued by the financial supervisory commission, in 2018 chailease established a dedicated corporate governance officer to ensure that the company’s business strategy is consistent with our csr, corporate governance, and legal requirements.
csr organizational structure
chailease holding is continuing to promoted the sustainable development of the economy, society and environment in diversify way and incorporated it into the company's management and operations as we strive to achieve continuous business development. the spirit and implementation of the corporate social responsibility policy are based on the corporate philosophy of “value, growth, trust, and discipline”, and are further deepened into “corporate governance－implementing sustainable management”, “customer service－value innovation, creating a win-win situation” , “employee care—lifelong learning and encourage growth”, “environmental protection－conserve energy to reduce carbon emission and promote green energy”, “social participation－charity and contribute to society”.
csr policies
"trust" and "discipline" are major cornerstones of our corporate culture, and employees are strictly held to high moral standards in undertaking work for the company. they are charged with embodying the corporate philosophy in their daily work, and every employee has the responsibility of maintaining the company's good reputation and honoring laws and regulations, avoiding conflicts of personal interest with company interest, guarding the confidentiality of company and client information, and acting according to the letter and spirit of all relevant laws and regulations. major operational and managerial actions of the company are grounded in disclosure of information, adherence to law, risk management and honest operations.