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  • Corporate Governance

    Consistent with its commitment to corporate governance, China Life continues to promote corporate transparency, protect shareholders’ interests, strengthen the leadership structure of the Board and implement corporate citizenship. In June 2014, China Life established the Corporate Governance Guidelines, which set out the best practices in corporate governance to adhere to. In the same year, the company commissioned a scorecard report by Ernest & Young, which awarded China Life A++ grade in recognition of its compliance with laws and regulations governing listed companies and insurance companies as well as leadership in corporate governance demonstrated by the Board of Directors and senior management. Furthermore, during the evaluation period of 2014, China Life was the only independent insurer that came in the top 5% of all listed companies in Taiwan Stock Exchange’s first-ever evaluation of corporate governance.

    Transparent Disclosure

    In addition to corporate information for which disclosure is mandatory, other material information concerning the company, prepared in both Chinese and English, is available on China Life’s bilingual corporate website (revamped in 2014), which ensures equal access to information for its large base of foreign shareholders. China Life prepares and publishes English-language annual report, notice of meeting, circular and supplementary information prior to each annual meeting of shareholders to improve transparency and to make information more accessible for foreign institutional investors. China Life earned the highest score of A++ from the 12th Information Transparency and Disclosure Ranking, which assesses the corporate reporting of Taiwan’s listed companies during the period of 2014.

    Rights of Shareholders

    The formation, meeting procedures, announcements and resolutions of the annual meetings of shareholders and the board of directors are in accordance with the Company Law and the Securities and Exchange Act. For board elections, shareholders vote on each nominee for the Board of Directors, with the use of e-voting offering the benefit of increased participation and efficiency.

    Structure of the Board of Directors

    Diversity is among the critical factors that China Life considers when evaluating the composition of the Board. The Board of Directors consists of individuals with professional backgrounds that span from operations, accounting, risk management to finance while reflecting an appropriate diversity of gender, each contributing to the Board a variety of perspectives, skills and qualifications. Among the market-leading companies in the life insurance sector, China Life is the only company that has the Audit Committee, the Remuneration Committee and the Risk Management Committee in place. In 2014, China Life started its annual review of board performance in order to strengthen corporate governance and improve the efficiency of the Board.

    Participation of Stakeholders

    China Life acknowledges the importance of open, honest communication with all its stakeholders as well as its responsibility to respect and protect their rights. The company, in particular, encourages direct and active dialogue between employees and the management for employees’ feedback on management, financial performance and major issues that most affect their interests. China Life is currently implementing a platform through which to gather opinions from stakeholders to help it understand and address opportunities for improvement.

    Corporate Citizenship

    China Life established a corporate social responsibility guideline and formed the Corporate Social Responsibility Committee in 2014. The Committee provides oversight of the company’s operations and initiatives regarding corporate governance, environmental sustainability, philanthropy and the reporting of corporate social responsibility-related matters. Results of the performance evaluation of the Committee are published in the CSR report and the corporate annual report each year.

    Articles of Incorporation

    Board of Directors

    The current Board was elected in May 2017 for the 20th term and consists of nine directors, of which three are independent directors. Three board members are female. The board composition reflects an appropriate diversity of gender, background and experience while bringing together a vast range of expertise across banking and finance, business administration, risk management and insurance, statistics, actuarial science and law. Board members continue to take courses and training in order to broaden their skills and knowledge and to keep abreast with changes in the economic and industry environment.

    The following table gives information about the academic background and business experience of each board member of the 20th term.

    Position Name Date Elected Term
    (Years)
    Date First Elected Education and Business Experience
    Chairman Alan Wang 2017/5/26 3 2009/6/19
    1. Master of Science in Management and Administrative Sciences, University of Texas at Dallas
    Executive Director Yu-Ling Kuo 2017/5/26 3 2005/6/24
    1. Master in Finance, National Taiwan University
    Executive Director Tony T.M. Hsu 2017/5/26 3 2011/6/24
    1. Ph. D. in Law, China University of Political Science and Law
    Executive Director Stephanie Hwang 2017/5/26 3 2011/6/24
    1. Master of Science in Actuarial Science, University of Wisconsin-Madison
    2. Master of Science in Statistics, University of Wisconsin-Madison
    Executive Director Roy Meng 2017/5/26 3 2017/5/26
    1. Master in Actuarial Science, Temple University in the United States
    2. Master in Finance, National Taiwan University
    Executive Director Lauren Hsieh 2017/5/26 3 2017/5/26
    1. Bachelor of Business Administration, National Taiwan University
    Independent Director Louis T. Kung 2017/5/26 3 2008/6/13
    1. Master of Business Administration with Concentration in Finance, St. John’s University
    2. Managing Director and General Manager of the Shanghai Branch; China Country Manager, Bank of New York Mellon
    3. Adjunct Lecturer, Department of International Business, National Taiwan University
    4. Adjunct Professor, Wang Yanan Institute for Studies in Economics, Xiamen University
    Independent Director Wei-Ta Pan 2017/5/26 3 2008/6/13
    1. J.D., University of Nebraska
    2. President and Professor of Law, Soochow University
    3. Commissioner, Central Election Commission, Executive Yuan
    4. Board Member, Complaint Review Board for Government Procurement, Taipei City Government
    Independent Director Wen-Yen Hsu 2017/5/26 3 2013/6/14
    1. Ph. D. in Risk Management and Insurance, Georgia State University
    2. Dean, College of Finance; Professor, Department of Risk Management and Insurance, Feng Chia University
    3. Director, Taiwan Insurance Institute
    4. Director, Taiwan Risk and Insurance Association

     

    Board of Directors Discussion

    Audit Committee

    Role and Responsibilities

    The Board of Directors approved the establishment of an Audit Committee and the Audit Committee Charter on August 4, 2011 with the goals of promoting best practices in corporate governance and strengthening Board accountability. The Committee is comprised of three independent directors who possess adequate qualifications, expertise and experience for the positions. The Committee Chair is elected by and from among its members. The Audit Committee meets at least quarterly, and there should be as many meetings as the Committee’s role and responsibilities may require as set out in the Audit Committee Charter and relevant laws and regulations.

    Position Name Expiration of Term Education and Business Experience
    Independent Director Wei-Ta Pan 2020/05/25
    1. J. D. School of Law, University of Nebraska
    2. President and Professor of Law, Soochow University
    3. Commissioner, Central Election Commission, Executive Yuan
    4. Board Member, Complaint Review Board for Government Procurement, Taipei City Government
    Independent Director Louis T. Kung 2020/05/25
    1. Master of Business Administration with Concentration in Finance, St. John’s University
    2. Managing Director and General Manager of the Shanghai Branch; China Country Manager, Bank of New York Mellon
    3. Adjunct Lecturer, Department of International Business, National Taiwan University
    4. Adjunct Professor , The Wang Yanan Institute for Studies in Economics , Xiamen University
    5. Academic adviser, Economic Development & Traditional Cultural Study Center , Xiamen University
    Independent Director Wen-Yen Hsu 2020/05/25
    1. Ph. D. in Risk Management and Insurance, Georgia State University
    2. Dean, College of Finance, Feng Chia University; Professor, Department of Risk Management and Insurance
    3. Director, Taiwan Insurance Institute
    4. Director, Taiwan Risk and Insurance Association

    Remuneration Committee

    Role and Responsibilities

    The Board of Directors approved the establishment of a Remuneration Committee and the Remuneration Committee Charter on August 4, 2011. The Committee is responsible for approving and regularly reviewing remuneration policy, guidelines, practices and structure as well as compensation programs for board members and the senior management.

    The Remuneration Committee is comprised of three independent directors who possess adequate qualifications, expertise and experience for the positions. The Committee Chair is elected by and from among its members. The Committee meets at least twice a year.

    The following table gives information about the academic background, business experience and meeting attendance of each member of the Remuneration Committee last year.

    Position Name Expiration of Term Education and Business Experience Attendance at Committee Meetings (%)
    Committee Chair Louis T. Kung 2020/05/25
    1. Master of Business Administration with Concentration in Finance, St. John’s University
    2. Managing Director and General Manager of the Shanghai Branch; China Country Manager, Bank of New York  Mellon
    3. Adjunct Lecturer, Department of International Business, National Taiwan University
    4. Adjunct Professor, Wang Yanan Institute for Studies in Economics, Xiamen University
    100%
    Committee Member Wei-Ta Pan 2020/05/25
    1. J.D., University of Nebraska
    2. President and Professor of Law, Soochow University
    3. Commissioner, Central Election Commission, Executive Yuan
    4. Board Member, Complaint Review Board for Government Procurement, Taipei City Government
    100%
    Committee Member Wen-Yen Hsu 2020/05/25
    1. Ph. D. in Risk Management and Insurance, Georgia State University
    2. Professor, Department of Risk Management and Insurance; Dean, College of Finance, Feng Chia University
    3. Director, Taiwan Insurance Institute
    4. Director, Taiwan Risk and Insurance Association
    100%
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