Management Team

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Structure and Operation of the Board

The composition of the board of directors should take into account the Company’s mid- and long-term development strategy, overall configuration and diversification. The selection guidelines include but not limited to the followings: (1) Basic requirements and value: gender, age, race, nationality, and cultural background; and (2) Professional knowledge and skills: professional background, professional skills and industry experience.

In compliance with Chailease Holding’s “Memorandum and Articles of Association” and “Rules Governing the Election of Directors”, the election of directors adopts the candidate nomination system making the election process fair and the information of candidates fully disclosed. The Company convened the 2020 Annual General Meeting on May 27, 2020 to elect the 4th session of the Board of Directors (including independent directors). The 4th session of the board of directors is composed of 6 directors and 3 independent directors. Three board members are younger than 60 years old, three are between the ages of 60 and 69, and three are between the ages of 70 and 79. Annual General Meetings are regularly held at the end of May each year in order to dodge June, the busy month for shareholders’ meetings of listed companies, to ensure the participatory rights of shareholders. Electronic voting is adopted to encourage shareholders to be proactive and to respect the opinions of shareholders. Major information of the Company is simultaneously published on specific public website in both Chinese and English to provide equal treatment for foreign and domestic investors alike.

The board members of the Company have professional backgrounds covering finance, IT, transportation, energy, legal and financial accounting, and have rich practical experience in corporate management, legal compliance, international taxation and corporate governance. They all have the expertise and abilities required to perform their duties. All directors are further provided with external training sessions that assist them to improve their professional capabilities and understanding of trending issues. In 2020, every director had 6 hours of training, and an additional 6 hours of courses regarding director responsibility and corporate governance were arranged for the newly elected directors.

Professional Backgrounds of the 4th Session of the Board of Directors

In order to keep directors abreast of the latest business and operational information of the Company, regular board of directors’ meeting should be called and chaired by the chairman at least quarterly in accordance with “Rules and Procedures of Board of Directors Meetings”. Meeting agenda and materials should be circulated to the directors 7 days before the meeting. 11 board meetings were held in 2020, and the average attendance rate of all board members reached 100%. The Company established a dedicated Corporate Governance Officer position in 2018 to assist the board with legal compliance, strengthen corporate governance, and build a culture of compliance to ensure company strategies conform to all legal and regulatory requirements.

Evaluation of the Performance of the Board of Directors

To fulfill corporate governance and enhance the effectiveness of the board of directors, the Company has established “Regulations Governing Evaluation of the Performance of the Board of Directors” pursuant to “Corporate Governance Best-Practice Principles”. The Company regularly conducts performance evaluations of the board of directors and functional committees in November annually for the evaluation period from November 1 of the preceding year to the end of October of the current year. The performance evaluation scope covers the performance of the Board as a whole, functional committees and individual directors. The performance evaluation was assessed based on the questionnaire on a scale of 1 to 5 (5 is the full score) with the assessment items as below:

Please refer to the Company’s website for the board performance evaluation report of 2020

Every three years, the Company commissions a third party to perform an external performance evaluation. In 2020, the Taiwan Corporate Governance Association (hereafter “TCGA”) was engaged to conduct board performance evaluation. The TCGA and execution experts have no business relationship with the Company and are independent. The evaluation procedures not only contained the review of written descriptions for assessment indicators and supporting documents, but also face to face meetings between the TCGA and directors, each functional committee convener, and top managements. The TCGA examined the operation of the board of directors and each functional committee from 8 aspects, including the composition, direction, authorization, supervision, and communication of the board, internal control and risk management, self-discipline of the board, board meetings and supporting system, based on its wide experience of corporate governance assessment. The Company obtained objective comments and suggestions from the Board Performance Evaluation Report issued by the TCGA on January 25, 2021. The Company reported TCGA’s suggestions related to above matters and measures to be taken to the board on March 10, 2021. The Company plans to amend the “Regulations Governing Evaluation of the Performance of the Board of Directors” in 2021 in order to link the directors’ attendance rate to performance evaluation indicators and to enhance the operational efficiency of the board.

The Company has established “Audit Committee”, “Compensation Committee” and “Corporate Governance and Sustainable Development Committee” under the board of directors.. These committees enhance the function of the board of directors, improve the independence of supervision and protect the rights of shareholders. Remuneration for directors (including independent directors) and managers at the Company are all provided in the Company's Memorandum and Articles of Association, with remuneration tied to the Company's results and the directors' performance. Remuneration for independent directors is set by reference to prevailing industry standards, and in future, consideration will also be given to planning a way to solicit the opinions of stakeholders on salary, and including the results of votes on salary policy and suggestions.

There are specific rules on handling situations in which a director’s own interests conflict with those of the Company in internal regulations. A director who is an interested party with respect to any agenda item of the board of directors cannot participate in discussion and voting nor hold a proxy for any other director on that agenda item and shall enter recusal during discussion and voting. Directors adhere to a high level of self-discipline and strict determination in recusing themselves from participating discussions and voting of proposals where a conflict of interest exists between the Company’s interests and the interests of a director or the legal entity that the director represents.

In response to the international trends in tax governance and to fulfill the responsibilities of corporate citizenship, the Company formulated “Tax Governance Policy” in May, 2020 stating that tax related strategies and management shall be consistent with the spirit of integrity and stability. In addition, “Personal Information Protection Policy” was promulgated in August with the establishment of a dedicated unit for personal information protection and management system. The dedicated unit should report to the board of directors at least once a year to strengthen the personal information protection and management system of Chailease Holding and its subsidiaries, and to protect the rights of personal data subjects.

Corporate Governance and Sustainable Development Committee

Chailease set up the Corporate Governance and Ethics Committee in 2016, two years after establishing the CSR Committee in 2014. Oversight over the past few years has brought significant progress and benefits. To meet external legal requirements and additional needs discovered during this oversight, in 2018 the Company moved the Corporate Governance and Ethics Committee up the organizational hierarchy to directly under the board of directors and renamed it the Corporate Governance and Sustainable Development Committee (hereinafter referred to as “the Committee”). The Corporate Governance Team and the ESG Team were established under the Committee in 2020. In order to fulfill our corporate social responsibility, improve effectiveness of corporate governance efforts and to achieve integrity management, results of this implementation are reported to the board at least once each year so that corporate social responsibility becomes part of the fabric of company business strategy.

Under the committee members, there are five groups that encompass important dimensions of corporate social responsibility. Responsibility is divided among 12 of the company’s business units and the teams consist of 25 executives and employees in total. The Committee submitted two written reports in respect of implementation of the corporate social responsibility and corporate governance work plans to the Committee in 2019 and 2020 respectively. The reports departments provided reports and had discussions relating to the corporate social responsibility issues, which were resolved by the Committee and executed by the related departments accordingly. Annual Report of the Committee was submitted to Board in August 2020.

Structure of Corporate Governance and Sustainable Development Committee

Chailease Holding and its subsidairies are continuing to promote the sustainable development of the economy, society and environment in diversified way and incorporate it into the company's management and operations as we strive to achieve continuous business development. The spirit and implementation of the corporate social responsibility policy are based on the corporate philosophy of “value, growth, trust, and discipline”, and are further deepened into “corporate governance-implementing sustainable management”, “customer service-value innovation, creating a win-win situation” , “employee care—lifelong learning and encourage growth”, “environmental protection-conserve energy to reduce carbon emission and promote green energy”, “social participation-charity and contribute to society”.

CSR Policies

"Trust" and "discipline" are major cornerstones of our corporate culture, and employees are strictly held to high moral standards in undertaking work for the company. They are charged with embodying the corporate philosophy in their daily work, and every employee has the responsibility of maintaining the company's good reputation and honoring laws and regulations, avoiding conflicts of personal interest with company interest, guarding the confidentiality of company and client information, and acting according to the letter and spirit of all relevant laws and regulations. Major operational and managerial actions of the company are grounded in disclosure of information, adherence to law, risk management and honest operations.