Framework and Operation of the Board

According to the "Bank of Taiwan Articles of Incorporation", our Board of Directors comprises 15 directors (including three independent directors and three employed directors) for a term of three years. Directors are appointed by Taiwan Financial Holdings who meet the qualifications described in "Regulations of Ministry of Finance on the Appointment of Heads, Managers, Directors and Supervisors of Public/Private-Operated Institutional Organizations" and the "Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks". The Charter specifies that there should be at least three independent directors comprising no less than one-fifth of overall seats. The directors specialize in their own fields, ranging from business management, economics, finance, and accounting, to legal affairs and information communications, and equipped with the necessary knowledge, skills, and qualities to perform their duties.

Evaluation of Board Performance

The Board meets once quarterly and as often as needed.

To functions of the Board of Directors and corporate governance, we follow the "Regulations of Ministry of Finance on the Appointment of Heads, Managers, Directors and Supervisors of Public/Private-Operated Institutional Organizations" to conduct performance reviews of directors within two months after the end of each year. Attendance, engagement in important topics in meetings, participation in and contribution to the business (specific proposals made to mid-long term business objectives, operation goals, annual plans, annual budget, operation performance risk control, compliance, internal control, the internal audit system, achievements, and major penalties are taken into consideration in evaluations, along with self-reviews forwarded to Taiwan Financial Holdings. The results are critical indicators for subsequent election and appointment.

Directors Continuous Learning

To ensure strong competence, we engage courses that focus on corporate governance. The courses covered environmental sustainability, sustainable finance and investment, climate change and the net-zero transition, financial technology and information security, global economic development, and risk control to enhance corporate governance.

Remuneration Process

BOT is owned by the Government of the Republic of China, and the guidelines governing the pay for directors, supervisors, the president, and senior executive vice president follows the "Regulations of Ministry of Finance on the Appointment of Heads, Managers, Directors and Supervisors of Public/Private-Operated Institutional Organizations" and applicable MOF regulations. The salary of BOT employees is also governed by the "Key Points for the Management of Employee Expense Payments for Public Institutions Subordinate to the Ministry of Finance" and the "Operating Regulations for Salary Adjustments of Employees in State-owned Banks Subordinate to the Ministry of Finance", which dictate the framework when connecting pay and ESG performance.

Function-specific Committee

We introduced independent directors and established the Audit Committee in 2009, making us the first sole shareholder banking service and first public business in Taiwan. The committee exercises its rights on the basis of the "Audit Committee Charter", ensuring good audit work and corporate governance for a better board performance.