PJ Asset Management Shareholder Proposal to Amend the Number of Board Directors to "9 to 15" to be Included on the Taishin FHC and SinoPac FHC AGM Agendas
TAIPEI,April 30,2019 -- PJ Asset Management (PJAM),with more than 1% shareholding,submitted shareholder proposals for the Annual Shareholders' Meetings (AGM) of Taishin Financial Holdings (Taishin FHC) and SinoPac Financial Holdings (Sinopac FHC),which will be held separately on June 14,2019. The proposal is to amend the Articles of Incorporation to increase the number of board seats to a range of 9 to 15 which would be applicable to the next board re-election. PJAM is pleased that both proposals were accepted by the boards of Taishin FHC and Sinopac FHC on April 25 and 26 respectively,and it will be included in the discussion agenda of both companies' upcoming AGM.
The average number of directors on the boards of both international financial institutions as well as domestic financial holding companies in Taiwan,is 13 andPJAM hasconsidered this inits recommendation.The company has also considered international best practices,the ongoing development of both financial holding companies,their size and scope,as well the goal of strengthening corporate governance when submittingits proposal. If these resolutionshave successfully passed,it would require Taishin FHC to expand its board from the current 7 directors to at least 9 for its next board election while it would ensure that Sinopac FHC does not reduce the number of seats on its board below the current 9.
The OECD's six principles of corporate governance are:
a)ensuring the basis for an effective corporate governance framework;
b) the equitable treatment of shareholders;
c) the rights ofshareholdersand key ownership functions;
d) the role of stakeholders in corporate governance;
e) disclosure and transparency; and
f) the responsibilities of the board.
Ensuring that the board works efficiently and effectively is the cornerstone of corporate governance. The board of directors is responsible for guiding the company's strategy while monitoring management performance,taking accountability for the company and upholding shareholders' rights.The board of directors must fulfill their fiduciary duties and make objective decisions and exercise independent judgment in various scenarios. Therefore,additional board seats can contribute to a more diversified board in terms of thought and experience which can have a significant impact on the company's value and business growth.
PJAM strongly urges fellow shareholders of both Taishin FHCand Sinopac FHCto support PJAM's shareholder proposal. It isPJAM's common goal to monitorits investees to encourage the strengthening of corporate governance and ultimately enhance the companies' overall value.
Range of the number of directors specified by the Articles of Incorporation of
Domestic Financial Holding Companies
Name
Minimum # of directors
Maximum # of directors
Current # of Directors on the Board
Hua Nan
15
21
19
Fubon
9
15
15
Cathay
9
21
12
China Development
9
15
9
E.SUN
13
13
13
Yuanta
9
15
13
Mega
15
21
14
Taishin
7
9
7
Shin Kong
15
21
15
Waterland
13
13
13
SinoPac
7
11
9
CTBC
7
11
7
First
15
21
15
Jih Sun
11
11
11
Taiwan Cooperative
15
21
15
Average
11.0
15.6
12.3
Median
12.0
15.0
13.0
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