Board of Directors
The Board comprises 7 to 11 members, including 3 to 5 independent directors. The term of office of directors is three years. A Board meeting be convened at least once every two months. In emergency circumstances, a meeting may be convened at any time.
Functional Committees
CTBC Holding has six functional committees, namely the Audit Committee, Remuneration Committee, Risk Management and Information Security Committee, Nomination Committee, Ethics and Integrity Committee, and Sustainability Committee. The primary purpose of the six Committees is to assist the Board of Directors in its operations and business decision-making.
Audit Committee
The Audit Committee consists completely of independent directors. It meets at least once every quarter, and additional meetings may be convened at any time deemed necessary.
Remuneration Committee
The members of the Remuneration Committee are appointed by Board resolution. The Committee comprises three or more members, at least one of whom must be an independent director. The convener must also be an independent director. The Committee meets at least twice a year. Its members are required to faithfully perform the relevant duties with due care and submit all resulting proposals to the Board of Directors for discussion
Risk Management and Information Security Committee
The members of the Risk Management and Information Security Committee are appointed by Board resolution. The Committee comprises no fewer than three directors, at least one of whom must be an independent director. It is convened a minimum of once every quarter, with additional meetings held whenever necessary.
Nomination Committee
The members of the Nomination Committee are appointed by Board resolution. It must comprise at least three members, no less than half of whom are required to be independent directors. Committee meetings are convened at least twice a year, during which its members must faithfully perform the relevant duties with due care and submit all related proposals to the Board for discussion.
Ethics & Integrity Committee
The Ethics & Integrity Committee is completely composed of directors. It may have no fewer than three members, at least one of whom must be an independent director. Meeting at least twice a year, the Committee is responsible for formulating and monitoring integrity management policies and preventative plans. It executes the relevant duties, regarding which it regularly provides progress reports to the Board of Directors.
Sustainability Committee
The members of the Sustainability Committee are appointed by resolution of the Board of Directors. The Committee shall have no fewer than three members. For oversight purposes, at least one member shall be an independent director. The Committee shall be convened at least twice per year, and may meet at any time as needed.
Governance at a Glance
ConvenorMembers