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info@pjam.com.tw

Address:10F., No.469, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan

Phone:+886-2-2791-6668

Taishin Financial Holdings(2887.TW)

Amendment on the Number of Board Directors to” 9 to 15” was Proposed to Taishin Financial Holdings and SinoPac Financial Holdings

April 10 2019

Amendment on the Number of Board Directors to” 9 to 15” was Proposed to Taishin Financial Holdings and SinoPac Financial Holdings
PJ Assent  Management (PJAM), with more than 1% shareholding, proposed to the Annual Shareholders’ Meetings (AGM) of Taishin Financial Holdings (Taishin FHC) and SinoPac Financial Holdings (Sinopac FHC) respectively, which will be held at June 14th, 2019. The proposal is to amend the Articles of Incorporation to change the number of board seats to “9 to 15”and applicable to the next board re-election.
Our recommendation is based on the average number of board directors in the international financial institutions is 13 seats while in Taiwan's financial holding companies the norm is 13 seats.  In consideration of both financial holding companies’ scale , international practice of board seats, steady development of the companies, and strengthening of corporate governance, to change the stipulated board seats to “9 to 15’ is properly suggested.
Based on the OECD's six principles of corporate governance, which include ensuring the basis for an effective corporate governance framework, the equitable treatment of shareholders, the rights of shareholders and key ownership functions, the role of stakeholders in corporate governance, disclosure and transparency, and the responsibilities of the board, how to  make the board work more efficiently ,the efficiency of board functionality is the key of excellent corporate governance.  The board of directors is responsible for guiding the company's strategy, meanwhile monitoring management performance and taking accountability to the company and shareholders' rights.  The board of directors must fulfill their fiduciary duties and make objective and independent judgments in various situations. Therefore, the optimal number of board members, the composition of directors, and the diversified backgrounds of directors will all have significant impacts on the company's value and business growth.
At last, PJAM strongly requests the shareholders of both financial holding companies to support PJAM’s shareholder proposal.  It is our common goal to supervise the companies continuously strengthen their corporate governance and ultimately enhance the companies’ overall value.

Range of Numbers of directors on Articles of Associations in

Native Financial Holdings

Stock Code

Name

Minimum

Maximum

Actual Number

2880

Hua Nan

15

21

19

2881

Fubon

9

15

15

2882

Catha

9

21

12

2883

China Development

9

15

9

2884

E.SUN

13

13

13

2885

Yuanta

9

15

13

2886

Mega

15

21

14

2887

Taishin

7

9

7

2888

Shin Kong

15

21

15

2889

Waterland

13

13

13

2890

SinoPac

7

11

9

2891

CTBC

7

11

7

2892

First

15

21

15

5820

Jih Sun

11

11

11

5868

Taiwan

13

15

14

5880

Taiwan Cooperative

15

21

15

Average

              11.0

              15.6

              12.3

Median

              12.0

              15.0

              13.0

* Among the actual number of directors, there is a legal representative of the Ministry of Finance who has not resigned after resignation.
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