• home
  • Investor Relations
  • Corporate Governance
  • Corporate Governance
  • Corporate Governance

    Consistent with China Life’s commitment to corporate governance, we promote information transparency, protect shareholder interests, strengthen the leadership structure of the Board of Directors (or the “Board”), expand stakeholder participation, and fulfill corporate social responsibility. Based on government regulations, we revised our Corporate Governance Best Practice Principles to set up exact standards to follow. We are devoted to improving the quality and timeliness of information disclosure so as to provide policyholders, investors, and all stakeholders with extensive corporate information in a transparent manner. To further meet international standards, in 2016 we applied to the Taiwan Corporate Governance Association for the CG6010 (2015) Corporate Governance System Evaluation. Our score of “outstanding”was the highest grade offered. We were not only that year’s sole company in the finance industry to be named as “outstanding” but also the first listed company to receive this distinction. Since the Taiwan Stock Exchange began holding the Corporate Governance Evaluation Awards in 2014, for five consecutive years we ranked among the top 5% of companies, making us the only insurance company to achieve this feat. These results show how we uphold shareholders’ and stakeholders’ rights and interests while embracing equitable treatment, information transparency, corporate social responsibility, fulfillment of Board responsibilities, and a culture of corporate governance. Our achievements meet or exceed the standards expected of a major international company.

    Improve information transparency

    In addition to corporate information that must be disclosed by law, other important information concerning China Life is available on our corporate website in both Chinese and English. This ensures equal access for our large base of foreign shareholders. We prepare and publish English-language annual reports, meeting notices, meeting agenda handbooks, supplementary information, and the previous year’s financial reports prior to each annual meeting of shareholders. After the end of each fiscal year, we disclose interim financial reports in both Chinese and English on our corporate website. These disclosures make information more accessible for foreign institutional investors and improve transparency.

    Protect the rights of shareholders

    The formation, meeting procedures, announcements and resolutions of the annual shareholders’ meetings and the Board of Directors are in accordance with the Company Act and the Securities and Exchange Act. All of the Company’s directors and all members of the Audit Committee and Remuneration Committee attended the 2018 Shareholders’ Meeting. At the urging by competent authorities to avoid concentrating shareholders’ meetings in June, since 2016 we have held our annual shareholders’ meeting before the end of May. Our commitment to protecting the rights of shareholders includes following the “one share, one vote” legal standard. Resolutions are passed in accordance with the law. Since 2012, we have provided an electronic voting approach, and each proposal is voted on individually. For Board elections, the Company uses a nomination system in order to safeguard shareholders’ voting rights and improve the efficiency of shareholders’ meetings. After resolutions are reached, the Company’s annual report discloses the progress of each resolution to keep shareholders informed.

    Enhance the structure of the Board of Directors and its operation

    To improve and strengthen the structure of the Board of Directors, director candidates are carefully evaluated for their proficiency in operations, finance and risk management, as well as their financial expertise. In this way, we strengthen the proficiency and pluralism of the Board. China Life set up two seats for independent directors in 2008, and then added another independent seat in 2011. Since then, we have had three seats for independent directors. To increase women’s participation in decision-making while improving diversity and gender equality, four of the nine members of the 20th Board of Directors were women (including independent directors). Board meetings are held monthly to facilitate communication on key operational issues. Directors are committed, as shown by their average meeting attendance rate of 98.29% in 2018. Independent directors had an average attendance rate of 94.87%. To ensure that independent directors have a full understanding of the Company’s financial reports and business results, each year internal auditors and certified accountants discuss these issues with them. Discussion results are disclosed on the corporate website. To help directors and members of functional committees better understand their responsibilities, thus enhancing their operational efficiency, oversight and management capabilities, in 2015 the Company formulated the Regulations Governing the Performance Appraisal of the Board of Directors. These serve as the guidelines for performance appraisals of the Board and functional committees as well as self-assessments and peer reviews of individual directors. The evaluations are carried out at the beginning of each year then compiled and reported to the Board. A 2017 revision to the regulations requires commissioning an external professional independent organization or team of academics to evaluate the Board’s performance every three years. Objective evaluations and opinions of external experts help to optimize Board operations. The Board and functional committees better complement one another, improving corporate governance.

    Functional committees

    To ensure the Company’s overall interests and a sound corporate governance culture, the Company established a risk management committee in January 2006, an audit committee and a remuneration committee in August 2011. Moreover, for further improving corporate governance structure, the “Committee of Business Integrity and Ethics” had been reclassified as a functional committee in 2017. In order to enhance the participation of the independent directors, the committee is formed mainly by independent directors. Committee of Business Integrity and Ethics is responsible for developing and overseeing the implementation of the integrity management policy and programs to prevent ethics violations. The committee reports to the Board of Directors annually. The Board of Directors and management have signed the “Statement of Integrity Management” on a regular basis each year to demonstrate the Company’s integrity management philosophy and its implementation. In addition, China Life is one of the few listed life insurance companies which set up the risk management committee and the business integrity and ethics committee as a functions committee in addition to the audit committee and remuneration committee.

    Carrying out Corporate Social Responsibility

    We established a CSR policy and formed the CSR Committee. The committee is responsible for promoting corporate governance, developing a sustainable environment, safeguarding public welfare, and strengthening the disclosure of corporate social responsibility information. The Company’s CSR report and relevant results, which are prepared based on the Global Reporting Initiative general guidelines for GRI Sustainability Reporting Standards (GRI Standards), are disclosed in the annual Corporate Social Responsibility Reports and Company Annual Reports and are available for investors.

    Internal Audit

    The company has an internal audit unit affiliated to the Board of Directors, carry out the auditing business according to the annual audit plan approved by the Board of Directors, and carry out special project audits as necessary. The general audits reports the audit business to the Audit Committee and the Board of Directors on a regular basis.

    Articles of Incorporation

    Corporate Governance

    Consistent with China Life’s commitment to corporate governance, we promote information transparency, protect shareholder interests, strengthen the leadership structure of the Board of Directors (or the “Board”), expand stakeholder participation, and fulfill corporate social responsibility. Based on government regulations, we revised our Corporate Governance Best Practice Principles to set up exact standards to follow. We are devoted to improving the quality and timeliness of information disclosure so as to provide policyholders, investors, and all stakeholders with extensive corporate information in a transparent manner. To further meet international standards, in 2016 we applied to the Taiwan Corporate Governance Association for the CG6010 (2015) Corporate Governance System Evaluation. Our score of “outstanding”was the highest grade offered. We were not only that year’s sole company in the finance industry to be named as “outstanding” but also the first listed company to receive this distinction. Since the Taiwan Stock Exchange began holding the Corporate Governance Evaluation Awards in 2014, for five consecutive years we ranked among the top 5% of companies, making us the only insurance company to achieve this feat. These results show how we uphold shareholders’ and stakeholders’ rights and interests while embracing equitable treatment, information transparency, corporate social responsibility, fulfillment of Board responsibilities, and a culture of corporate governance. Our achievements meet or exceed the standards expected of a major international company.

    Improve information transparency

    In addition to corporate information that must be disclosed by law, other important information concerning China Life is available on our corporate website in both Chinese and English. This ensures equal access for our large base of foreign shareholders. We prepare and publish English-language annual reports, meeting notices, meeting agenda handbooks, supplementary information, and the previous year’s financial reports prior to each annual meeting of shareholders. After the end of each fiscal year, we disclose interim financial reports in both Chinese and English on our corporate website. These disclosures make information more accessible for foreign institutional investors and improve transparency.

    Protect the rights of shareholders

    The formation, meeting procedures, announcements and resolutions of the annual shareholders’ meetings and the Board of Directors are in accordance with the Company Act and the Securities and Exchange Act. All of the Company’s directors and all members of the Audit Committee and Remuneration Committee attended the 2018 Shareholders’ Meeting. At the urging by competent authorities to avoid concentrating shareholders’ meetings in June, since 2016 we have held our annual shareholders’ meeting before the end of May. Our commitment to protecting the rights of shareholders includes following the “one share, one vote” legal standard. Resolutions are passed in accordance with the law. Since 2012, we have provided an electronic voting approach, and each proposal is voted on individually. For Board elections, the Company uses a nomination system in order to safeguard shareholders’ voting rights and improve the efficiency of shareholders’ meetings. After resolutions are reached, the Company’s annual report discloses the progress of each resolution to keep shareholders informed.

    Enhance the structure of the Board of Directors and its operation

    To improve and strengthen the structure of the Board of Directors, director candidates are carefully evaluated for their proficiency in operations, finance and risk management, as well as their financial expertise. In this way, we strengthen the proficiency and pluralism of the Board. China Life set up two seats for independent directors in 2008, and then added another independent seat in 2011. Since then, we have had three seats for independent directors. To increase women’s participation in decision-making while improving diversity and gender equality, four of the nine members of the 20th Board of Directors were women (including independent directors). Board meetings are held monthly to facilitate communication on key operational issues. Directors are committed, as shown by their average meeting attendance rate of 98.29% in 2018. Independent directors had an average attendance rate of 94.87%. To ensure that independent directors have a full understanding of the Company’s financial reports and business results, each year internal auditors and certified accountants discuss these issues with them. Discussion results are disclosed on the corporate website. To help directors and members of functional committees better understand their responsibilities, thus enhancing their operational efficiency, oversight and management capabilities, in 2015 the Company formulated the Regulations Governing the Performance Appraisal of the Board of Directors. These serve as the guidelines for performance appraisals of the Board and functional committees as well as self-assessments and peer reviews of individual directors. The evaluations are carried out at the beginning of each year then compiled and reported to the Board. A 2017 revision to the regulations requires commissioning an external professional independent organization or team of academics to evaluate the Board’s performance every three years. Objective evaluations and opinions of external experts help to optimize Board operations. The Board and functional committees better complement one another, improving corporate governance.

    Functional committees

    To ensure the Company’s overall interests and a sound corporate governance culture, the Company established a risk management committee in January 2006, an audit committee and a remuneration committee in August 2011. Moreover, for further improving corporate governance structure, the “Committee of Business Integrity and Ethics” had been reclassified as a functional committee in 2017. In order to enhance the participation of the independent directors, the committee is formed mainly by independent directors. Committee of Business Integrity and Ethics is responsible for developing and overseeing the implementation of the integrity management policy and programs to prevent ethics violations. The committee reports to the Board of Directors annually. The Board of Directors and management have signed the “Statement of Integrity Management” on a regular basis each year to demonstrate the Company’s integrity management philosophy and its implementation. In addition, China Life is one of the few listed life insurance companies which set up the risk management committee and the business integrity and ethics committee as a functions committee in addition to the audit committee and remuneration committee.

    Carrying out Corporate Social Responsibility

    We established a CSR policy and formed the CSR Committee. The committee is responsible for promoting corporate governance, developing a sustainable environment, safeguarding public welfare, and strengthening the disclosure of corporate social responsibility information. The Company’s CSR report and relevant results, which are prepared based on the Global Reporting Initiative general guidelines for GRI Sustainability Reporting Standards (GRI Standards), are disclosed in the annual Corporate Social Responsibility Reports and Company Annual Reports and are available for investors.

    Internal Audit

    The company has an internal audit unit affiliated to the Board of Directors, carry out the auditing business according to the annual audit plan approved by the Board of Directors, and carry out special project audits as necessary. The general audits reports the audit business to the Audit Committee and the Board of Directors on a regular basis.

    Articles of Incorporation

    Board of Directors Discussion

    Corporate Governance

    Consistent with China Life’s commitment to corporate governance, we promote information transparency, protect shareholder interests, strengthen the leadership structure of the Board of Directors (or the “Board”), expand stakeholder participation, and fulfill corporate social responsibility. Based on government regulations, we revised our Corporate Governance Best Practice Principles to set up exact standards to follow. We are devoted to improving the quality and timeliness of information disclosure so as to provide policyholders, investors, and all stakeholders with extensive corporate information in a transparent manner. To further meet international standards, in 2016 we applied to the Taiwan Corporate Governance Association for the CG6010 (2015) Corporate Governance System Evaluation. Our score of “outstanding”was the highest grade offered. We were not only that year’s sole company in the finance industry to be named as “outstanding” but also the first listed company to receive this distinction. Since the Taiwan Stock Exchange began holding the Corporate Governance Evaluation Awards in 2014, for five consecutive years we ranked among the top 5% of companies, making us the only insurance company to achieve this feat. These results show how we uphold shareholders’ and stakeholders’ rights and interests while embracing equitable treatment, information transparency, corporate social responsibility, fulfillment of Board responsibilities, and a culture of corporate governance. Our achievements meet or exceed the standards expected of a major international company.

    Improve information transparency

    In addition to corporate information that must be disclosed by law, other important information concerning China Life is available on our corporate website in both Chinese and English. This ensures equal access for our large base of foreign shareholders. We prepare and publish English-language annual reports, meeting notices, meeting agenda handbooks, supplementary information, and the previous year’s financial reports prior to each annual meeting of shareholders. After the end of each fiscal year, we disclose interim financial reports in both Chinese and English on our corporate website. These disclosures make information more accessible for foreign institutional investors and improve transparency.

    Protect the rights of shareholders

    The formation, meeting procedures, announcements and resolutions of the annual shareholders’ meetings and the Board of Directors are in accordance with the Company Act and the Securities and Exchange Act. All of the Company’s directors and all members of the Audit Committee and Remuneration Committee attended the 2018 Shareholders’ Meeting. At the urging by competent authorities to avoid concentrating shareholders’ meetings in June, since 2016 we have held our annual shareholders’ meeting before the end of May. Our commitment to protecting the rights of shareholders includes following the “one share, one vote” legal standard. Resolutions are passed in accordance with the law. Since 2012, we have provided an electronic voting approach, and each proposal is voted on individually. For Board elections, the Company uses a nomination system in order to safeguard shareholders’ voting rights and improve the efficiency of shareholders’ meetings. After resolutions are reached, the Company’s annual report discloses the progress of each resolution to keep shareholders informed.

    Enhance the structure of the Board of Directors and its operation

    To improve and strengthen the structure of the Board of Directors, director candidates are carefully evaluated for their proficiency in operations, finance and risk management, as well as their financial expertise. In this way, we strengthen the proficiency and pluralism of the Board. China Life set up two seats for independent directors in 2008, and then added another independent seat in 2011. Since then, we have had three seats for independent directors. To increase women’s participation in decision-making while improving diversity and gender equality, four of the nine members of the 20th Board of Directors were women (including independent directors). Board meetings are held monthly to facilitate communication on key operational issues. Directors are committed, as shown by their average meeting attendance rate of 98.29% in 2018. Independent directors had an average attendance rate of 94.87%. To ensure that independent directors have a full understanding of the Company’s financial reports and business results, each year internal auditors and certified accountants discuss these issues with them. Discussion results are disclosed on the corporate website. To help directors and members of functional committees better understand their responsibilities, thus enhancing their operational efficiency, oversight and management capabilities, in 2015 the Company formulated the Regulations Governing the Performance Appraisal of the Board of Directors. These serve as the guidelines for performance appraisals of the Board and functional committees as well as self-assessments and peer reviews of individual directors. The evaluations are carried out at the beginning of each year then compiled and reported to the Board. A 2017 revision to the regulations requires commissioning an external professional independent organization or team of academics to evaluate the Board’s performance every three years. Objective evaluations and opinions of external experts help to optimize Board operations. The Board and functional committees better complement one another, improving corporate governance.

    Functional committees

    To ensure the Company’s overall interests and a sound corporate governance culture, the Company established a risk management committee in January 2006, an audit committee and a remuneration committee in August 2011. Moreover, for further improving corporate governance structure, the “Committee of Business Integrity and Ethics” had been reclassified as a functional committee in 2017. In order to enhance the participation of the independent directors, the committee is formed mainly by independent directors. Committee of Business Integrity and Ethics is responsible for developing and overseeing the implementation of the integrity management policy and programs to prevent ethics violations. The committee reports to the Board of Directors annually. The Board of Directors and management have signed the “Statement of Integrity Management” on a regular basis each year to demonstrate the Company’s integrity management philosophy and its implementation. In addition, China Life is one of the few listed life insurance companies which set up the risk management committee and the business integrity and ethics committee as a functions committee in addition to the audit committee and remuneration committee.

    Carrying out Corporate Social Responsibility

    We established a CSR policy and formed the CSR Committee. The committee is responsible for promoting corporate governance, developing a sustainable environment, safeguarding public welfare, and strengthening the disclosure of corporate social responsibility information. The Company’s CSR report and relevant results, which are prepared based on the Global Reporting Initiative general guidelines for GRI Sustainability Reporting Standards (GRI Standards), are disclosed in the annual Corporate Social Responsibility Reports and Company Annual Reports and are available for investors.

    Internal Audit

    The company has an internal audit unit affiliated to the Board of Directors, carry out the auditing business according to the annual audit plan approved by the Board of Directors, and carry out special project audits as necessary. The general audits reports the audit business to the Audit Committee and the Board of Directors on a regular basis.

    Articles of Incorporation

    ${loading}