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E.Sun Financial Holding Co., Ltd. — AGM Information 2017
Jul 3, 2017
52215_rns_2017-07-03_656d7a62-2113-4bb2-a3e2-8bf7eda44d47.pdf
AGM Information
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E.SUN FINANCIAL HOLDING CO., LTD. GENERAL SHAREHOLDERS MEETING 2017
Shareholders Meeting Agenda Handbooks
Time: 09:00 AM, 16 June 2017 (Friday)
Place: Chinese Armed Forces Cultural Activity Center No.69, Sec. 1, Zhonghua Rd., Taipei, Taiwan
[1 ]
Table of Contents
I. Procedure of meeting
II.Matters for Reports
-
Report on the state of business for fiscal year 2016 by the President.…………………………….....…...4
-
Report on the inspection and auditing of the final accounting for Fiscal year 2016 by the Audit Committee.…………………….…………………………..………...……………….……………..…….4
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The state of issuing corporate bonds.……………………………….………..………..…………….……4
-
Report the ”Revised rules of Corporate Governance Best Practice Principles” and the plans for promoting CSR...…………………………………………………………………………………………..4
-
The status of remuneration distribution to employees and directors...........................................................8
-
Report the adjustment of CPAs……………………………………...........................................................8
III. Matters for ratification
-
Business reports and financial statements for fiscal year 2016.………………………….……….………9
-
Proposal of net income distribution for fiscal year 2016.…………………………….…………....…….10
IV. Matters for discussion
-
Amendment to Article of Incorporation..……...…….……………………………………....…….....…..13
-
Proposal of capital increase from retained earnings and remuneration to employees. ..............................14
-
Amendment to the Company’s ”Procedures for assets acquisition or disposal ”. .....................................16
V. Election
Elect 13 board members of sixth term of board directors. ...........................................................................17
VI. Extempore motion
VII.Appendices
-
Business report………………………………………………………………….…………………...…...22
-
Financial Statements of fiscal 2016………………………………….…………………………….…….25
[2 ]
I. Procedure of meeting
-
Meeting in session.
-
Chairman presiding.
-
Taking three bows to late Dr. Sun Yat-Sen, the national father and national flag.
-
Address by Chairman.
-
Matters for reports.
-
Matters for ratification.
-
Matters for discussion.
-
Election.
-
Extempore motion.
-
Meeting adjourned.
[3 ]
II. Matters for Reports
-
Report on the state of business for fiscal year 2016 by the President.
-
Report on the inspection and auditing of the final accounting for Fiscal year 2016 by the Audit Committee.
-
The state of issuing corporate bonds.
Explanation :
- (1) This report is made in accordance with Article 246 of the Company Act.
- (2) With a view to repaying the Company’s NT$2.0 billion in subordinated corporate bonds due to be maturing on April 28, 2017, the Company sought and secured approval of the Taipei Exchange in its letters of September 13, 2016 (ref. Zheng-Gui-Zhai-Zi No. 10500259281) and January 11, 2017 (ref. Zheng-Gui-Zhai-Zi No. 10500367971) to issue NT$900 million and NT$1.1 billion respectively in unsecured corporate bonds.
- (3) In line with the Company’s financial planning, the 5[th] Board of Directors adopted a proposal in its 18[th] meeting on August 12, 2016 to apply for a change in “the plan for raising funds to repay corporate bonds and the method for custody of the funds thus raised” with regard to its first batch of unsecured subordinated corporate bonds issued in 2010: from “shall be covered with operating revenues” to “shall be covered with the Company’s own funds, cash dividends distributed by its subsidiaries, bank loans, funds raised by issuing corporate bonds or other capital market instruments.” An application was sent to the competent authority on August 19, 2016 for filing for future reference.
-
Report the ”Revised rules of Corporate Governance Best Practice Principles” and the plans for promoting
-
CSR.
Explanation :
-
(1) This report is made in accordance with the Corporate Social Responsibility Best Practice Principles.
-
(2) Key revisions are as follows:
-
2.1 The Board of Directors, while fulfilling its corporate social responsibility, should take the interests of stakeholders into full account in order that they are faithfully reflected in related policies, systems, or management guidelines. (Articles 7)
-
2.2 In order that the Company, while providing products and services, can treat its customers or
[4 ]
consumers in a fair and reasonable manner, a new set of guidelines was enacted in accordance with the Fair Dealing Principles promulgated by the Financial Supervisory Commission. (Articles 22-1)
-
2.3 Wording was added to make it clear that the Company, while channeling resources for fulfilling corporate social responsibility, should pour these into civil groups, public welfare organizations, and government activities that aim at solving social or environmental problems, thereby promoting the country’s environmental and social progress and attaining the goal of sustainable development. (Articles 27)
-
(3) To fulfill social responsibility continuously, the Company has a long-term commitment to taking systematic measures across the economic, social, and environmental dimensions. A summary of the Company’s 2017 Plan for Fulfilling Corporate Social Responsibility is as follows:
3.1 Economic Dimension
3.1.1Corporate governance
Draft a corporate governance plan. To enhance transparency of information disclosure, the Company shall disclose in its annual report the credentials of members of the various functional committees under the Board of Directors and their operations, as well as take the initiative to present a report on its CPA appointment or reappointment to the shareholders’ meeting. To further improve the functioning of the Board of Directors, the Company shall also engage an independent, external institution to conduct performance evaluation. Meanwhile, the Company is set to remain actively involved in the rating and assessment of corporate governance as it strives to make the country’s “best-performing and most-respected enterprise.”
3.1.2 Legal Compliance:
Track the latest domestic and overseas developments with regard to supervisory regulations, strengthen employee capacity for legal compliance, and undertake legal compliance training, thereby ensuring the Company’s legal compliance.
3.1.3 Money Laundering Control :
Enhance employee capacity for money laundering control, encourage employees to pass exams and become certified anti-money laundering specialists, and strengthen the money laundering control capability of overseas branches and outlets.
3.2 Social Dimension
3.2.1 Concern for employees
With "home" as the core of its humanistic and health promotion endeavors, the
Company shall keep up employee welfare and care arrangements superior to those
[5 ]
required by law, thereby creating a happy workplace.
3.2.2 Customer rights
Zoom in to financial innovation; promote digital services, innovative products, and transformed channels; adapt to the shift to cloud computing, mobile, and big data applications and draw on the prowess of science and technology to enrich customer experiences.
3.2.3 Talent Cultivation:
Put in place a comprehensive long-term selection and training mechanism to nurture professionals with cross-sector competence and accumulate human capital.
3.2.4 Social welfare
With the belief that one simple act of love can inspire others to love, the Company is ready to continue drawing on its core competence and teaming up with nonfinancial partners to serve society and public welfare in the following four areas: academics and education, social engagement, athletics, and humanities and the arts.
3.2.4.1 Academics and Education
People make the most important asset of any business and hold the key to national competitiveness. The Company is thus thoroughly committed to promoting academics and education. Highlights include industry-academia collaboration with 10 eminent institutions of higher learning, the E.SUN Academic Awards, the E.SUN Scholarship for Outstanding Management Talents, and the World Masters’ Forum.
3.2.4.2 Social Engagement
Keep up the E.SUN Golden Seed Project and Care for Schoolchildren Project as well as such public welfare initiatives as care for orphans and blood donation drives. Focus is to be placed on giving assistance to children from less fortunate families or those victimized by sudden misfortune, thereby helping create a loving and caring community.
3.2.4.3 Athletics
Keep up the Company’s long-term commitment to such initiatives as the E.SUN Cup International AAA Baseball Tournament, E.SUN High School Baseball Camp, E.SUN High School Baseball Camp for Pitchers and Catchers, and Care for Hinterland Baseball Teams to further bolster the local sport of high school baseball.
3.2.4.4 Humanities and the Arts
[6 ]
Promote quality artistic and cultural activities, such as For Mother concerts, performances by the Vienna Boys’ Choir, and various artistic and cultural exhibitions, to enhance cultural refinement and highlight humanistic values.
3.3 Environmental Dimension
- 3.3.1 Environmental Protection and Energy Conservation:
Direct efforts toward environmental protection, including the establishment of a
corporate culture of energy conservation and carbon reduction, promotion of environmental education, and implementation of environmental protection and energy conservation measures.
3.3.2 Low-Carbon Operations:
Promote low-carbon management and usher in various ISO-certified environmental
protection management systems to ensure compliance with international environmental protection conventions.
3.3.3 Responsible Lending:
Promote the Equator Principles (EP) and continue to refine the lending process of
large-scale project financing, thereby using the loans thus extended to urge businesses to pay greater attention to the environmental and social impact of their operations
- 3.3.4 Responsible Investment:
Priority is given to investing in businesses committed to sustainable development that have been included as components of the Dow Jones Sustainability Index (DJSI) and GS Sustain Focus List.
The foregoing programs may be adjusted when needed by the chairman or person designated by the
chairman on the basis of the environment or special needs.
[7 ]
- The status of remuneration distribution to employees and directors.
Explanation :
-
(1) This report is made in accordance with Article 36 of the Articles of Incorporation of the Company.
-
(2) The Company had pre-tax net profit before allocation of compensation to employees and directors of NT$13,252,399,594. After subtracting an amount of NT$174,949,232 for reserve against cumulative losses, pre-tax net profit before allocation was NT$13,077,450,362. In accordance with the ratios in the Articles of Incorporation, employee compensation (2.7%) was NT$353,091,160 (including stock and cash compensation), and director compensation (not exceeding 0.9%) was NT$99,000,000 in cash.
-
(3) In accordance with Financial Supervisory Commission regulations Jin-Guan-Zheng-Shen-Zi No. 1050001900 of January 30, 2016, calculation of the foregoing number of allocated shares shall be made on the basis of the closing price on the day before the Board resolution.
6. Report the adjustment of CPAs.
Explanation :
-
(1) This report is made in accordance with the third paragraphs of Article 20 and the first paragraphs of Article 29 of the Articles of Incorporation of the Company.
-
(2) With Deloitte Taiwan being engaged to audit and certify the Company’s financial report, its internal adjustment led to the replacement of the two CPAs formerly charged with the duty—Huang Jui-chan and Lai Kwan-chung—with Chen Ying-chou and Huang Jui-chan, effective from the third quarter of 2016.
-
(3) In its review of CPA performance in 2016, the Company concluded that Deloitte Taiwan’s service quality conformed to expectations.
-
(4) Based on the aforesaid review of CPA performance in 2016, the Company decided to again engage Deloitte Taiwan to audit and certify its financial report in 2017.
[8 ]
III. Matters for ratification
Proposal No. 1 as proposed by the Board of Directors:
Proposal: Recognize the Company's Business reports and financial statements for fiscal year 2016.
Explanation:
-
This proposal is made pursuant to Article 230 of the Company Act and Article 35 of the Articles of Incorporation of the Company.
-
The financial report of the Company produced on the year 2016 and the books and accounts including the business report were approved on 1 March 2017 by the 21[th] meeting of the 5[th] Board of Directors and audited and certified by Chen Yin-Chou CPA and Huang Jui-Chan CPA with Deloitte & Touche, Taiwan. The books and accounts herein were inspected by the audit committee as containing no irregularity afterwards. The independent directors produced the relevant inspection report.
Resolution:
[9 ]
Proposal No. 2 as proposed by the Board of Directors:
Proposal: Distribution of profits for fiscal 2016.
Explanation:
-
The distribution of profits for fiscal 2016 is proposed in accordance with Article 36-1 of the Articles of Incorporation of the Company.
-
Given NT$40,828,953 in beginning retained earnings for the year 2016, the Company recorded a NT$579,954 increase to retained earnings from remeasurements of defined benefit plans, retained earnings of NT$216,358,139 after deducting adjustment in investment under the equity method, a cumulative loss of NT$174,949,232 after such adjustment. Adding the reported after-tax earnings NT$13,135,212,063 for the year 2016, the net income for the period was NT$12,960,262,831 after loss offsetting. Minus a NT$1,296,026,283 appropriation of legal reserve, the Company has an amount of NT$11,664,236,548 in earnings distributable for the year, and it is planned to allocate shareholders bonuses totaling TWD11,657,982,000, where bonuses will be TWD $0.74083715 per share (totaling NT7,012,320,000) and TWD $0.49080461 cash dividends (TWD 4,645,662,000) per share and the balance of TWD 6,254,548 is un-distributed earnings as of the end of the period.
-
The stock dividends is set to be issued according to the shareholders as registered in the shareholders roster at the rate of 74.083715 new shares on each 1,000 shares held in proportion to their shareholding on the record date. Fractions of a share may be combined for full shares with the fractions of shares held by other shareholders within the specified time period. Upon expiration of the specified time period or fractions of a share still remain, cash will be paid according to the par value (and rounded to the nearest full Taiwan Dollar) and the chairman of the Company would be authorized to look for specified persons to buy the fraction of shares according to the par value.
-
The cash dividend being distributed shall be rounded off proportionately to the nearest Taiwan dollar. The sum of all cash dividends less than TWD1 shall be adjusted in line with a progressive decrease in decimal numbers and a progressive increase in shareholder numbers so that the total of dividend distribution is fully accounted for.
-
It is proposed that the chairman of the Company would be authorized with full powers to deal with matters in connection with the change (if any) to the stock (cash) dividend ratio distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from any reasons.
[10 ]
- Subject to approval of the proposal by the shareholders’ meeting, it is proposed that the Board of Directors and /or the chairman of the Company be authorized to determine the cash dividend record date. Upon approval of the competent authority, it is proposed that the Board of Directors and /or the chairman of the Company be authorized to determine the stock dividend record date.
Resolution:
[11 ]
E.SUN FINANCIAL HOLDING CO., LTD.
PROPOSED DISTRIBUTION OF EARNINGS
As of 31 December 2016
Currency: TWD
| PROPOSEDDISTRIBUTION OFEARNINGS As of 31 December 2016 |
Currency: TWD | |
|---|---|---|
| Balance of undistributed earnings at the beginning of the period | 40,828,953 |
|
| Confirmed benefit plan re-assessment number recognized in retained earnings |
579,954 |
|
| Retained earnings adjusted due to investments employing the equity method |
(216,358,139) |
|
| Undistributed earnings after adjustment | (174,949,232) |
|
| Net profit after tax for the year | 13,135,212,063 |
|
| Net profit for the period after making up losses | 12,960,262,831 |
|
| 10% legal reserve | (1,296,026,283) |
|
| Distributable earnings for the period | 11,664,236,548 |
|
| Distribution items: | ||
| Stock dividend (TWD0.74083715 per share) | (7,012,320,000) |
|
| Cash dividend (TWD 0.49080461 per share) | (4,645,662,000) |
|
| Total shareholders' bonuses | (11,657,982,000) |
|
| Profit undistributed as of the end of the period | 6,254,548 |
Note: Dividend distribution shall be based on after-tax earnings for the year as a first priority
.
[12 ]
IV. Matters for discussion
Proposal No. 1 as proposed by the Board of Directors:
Proposal: Proposed revision of the Articles of Incorporation.
Explanation:
-
The revision is proposed under the Company Act in consideration of the proposed increase in the total capital amount of the Company.
-
Highlights of the revision proposed:
In response to the Company’s need to replenish capital, it is proposed that the total capital amount of the Company be increased to TWD 150 billion.
Resolution:
[13 ]
Proposal No. 2 as proposed by the Board of Directors:
Proposal: For the purpose of increasing the BIS ratio of the Company in consideration of the Company’s long-term development and operation, it is proposed to implement a capital increase by recapitalization of earnings and employee compensation.
Explanation:
- Amount of the capital increase and number of shares:
The Company currently has TWD 94,654,000,000 in paid-in capital from a total of 9,465,400,000 issued shares. It is proposed that 701,232,000 new shares be issued on the amount of TWD 7,012,320,000 which is the profit distributable to shareholders as dividend. employee stock compensation of NT$351,888,200, where, in accordance with Financial Supervisory Commission regulations Jin-Guan-Zheng-Shen-Zi No. 1050001900 of January 30, 2016, calculation of the foregoing stock compensation shall be made on the basis of the closing price of NT$18.65 per share on the day before the Board resolution. A total of 18,868,000 new shares were issued. The foregoing recapitalized earnings totaled NT$7,201,000,000, and 720,100,000 shares with a face value of NT$10 per share were issued. After recapitalization, the Company's paid-in capital was increased to NT$101,855,000,000, and 10,185,500,000 shares were issued.
- Source of the fund proposed to be capitalized:
Shareholder stock bonuses and employee stock bonuses from 2016 will be recapitalized.
- Purpose of the fund from the capital increase:
The increased capital fund will be used to increase the BIS ratio of the Company in consideration of the Company’s long-term development and operation and strengthened competitiveness of the Company.
- Issuance of new shares:
It is proposed that the new shares be issued in full by one share with a par value of TWD 10 each. Holders of the new shares shall hold the same rights and bear the same obligations as the holders of the original issued shares.
- 701,232,000 shares of the news shares to be issued on the capital increase proposed shall be distributed, with no consideration paid, to the shareholders as registered in the shareholders roster at the rate of 74.083715 new shares on each 1,000 shares held in proportion to their shareholding. Fractions of a share may be combined for full shares with the fractions of shares held by other shareholders within the specified time period. Upon expiration of the
[14 ]
specified time period or fractions of a share still remain, cash will be paid according to the par value (and rounded to the nearest full Taiwan Dollar) and the chairman of the Company would be authorized to look for specified persons to buy the fraction of shares according to the par value.
- Stock Dividend Record Date:
Subject to approval of the proposal by the shareholders’ meeting and that of the competent authority, it is proposed that the Board of Directors and or/ chairman of the Company be authorized to determine and announce the date.
- As of now, the outstanding shares of the Company amount to 9,465,400,000 in total. It is proposed that the chairman of the Company would be authorized with full powers to deal with matters in connection with the change (if any) to the stock (cash) dividend ratio distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from any reasons.
Resolution:
[15 ]
Proposal No. 3 as proposed by the Board of Directors:
Proposal: Proposed revision of the Rules for Handling Acquisitions and Disposals of Assets. Explanation:
-
The revision is proposed in line with change of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies issued 9 February 2017.
-
Highlights of the revision proposed:
-
(1) Clearly define “domestic money market funds” in accordance with pertinent laws and regulations. (Articles 12,25)
-
(2) Add wording that specifies exemption from the requirement of obtaining an opinion on reasonableness issued by an expert “in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100% of the respective subsidiaries’ issued shares or authorized capital.”(Articles 17)
-
(3) Revisions to Article 25 that specifies matters in relation to acquisitions and disposals of assets required to be publicly announced and reported:
:-
3.1 The minimum value of transaction in which an unrelated party acquires or disposes of non-operating equipment that calls for reporting by a company with paid-in capital of NT$10 billion or more shall be increased to NT$1 billion.
-
3.2 Purchases of ordinary corporate bonds or of general bank debentures without equity characteristics in the domestic primary market shall be considered part of the Company’s routine business and thus exempted from the obligation for making a public announcement. Separately, subscription to securities by a financial institution that is necessitated by conducting its undertaking business or acting as an advisory securities firm for an emerging stock company shall be exempted from the obligation for making a public announcement.
-
-
(4) When an error or omission that calls for correction is spotted in a public announcement, this correction shall be made within two days (inclusive) after the day of the aforesaid spotting. (Articles 25).
Resolution:
[16 ]
V. Election
Proposed by Board of Directors
Proposal: That the 13 members of the 6[th] Board of Directors of Company be elected by this shareholders meeting each to serve the office term of three years from 16 June 2017, the date of convention of this shareholders meeting.
Explanation:
-
The election is proposed under Articles 19 and 19-1 of the Articles of Incorporation of the Company.
-
The Company will have 13 directors including 5 independent directors (please see Attachment for the candidates nominated). Each director will serve an office term of three years and may be re-elected.
-
The shareholders meeting this year (2017) will elect the members of the 6th Board of Directors of the Company with the director elects each to serve the office term from 16 June 2017 (election day) through 15 June 2020. However, the actual office term will expire until the election of the members of the 7th Board of Directors.
-
The director(s) of the Company shall be elected in accordance with the Rules Governing the Election of Directors of Company under the relevant laws and regulations.
Director elects:
Announcement by Chairperson:
[17 ]
Candidates of Independent Director and Director of E.SUN Financial Holding Co., Ltd.
| No. | Title | Name | Education | Professional experience | Number of shares held |
|---|---|---|---|---|---|
| 1 | Independent director |
Cheng-En Ko |
PhD of Department of Accounting at University of Minnesota |
Current: Honorary professor of Department of Accounting at National Taiwan University Independent Director of E.SUN FHC and E.SUN Bank Experience: Chairman of Taiwan Corporate Governance Association(TCGA) |
0 |
| 2 | Independent director |
Ji-Ren Lee |
PhD of Business Administration, University of Illinois |
Current: Professor of Management at National Taiwan University Independent director of E.SUN FHC and Bank Experience: CEO of EMBA program at National Taiwan University |
0 |
| 3 | Independent director |
Chen-Chen Chang Lin |
Master of Mathematics and Statistics of University of Michigan |
Current: Independent director of E.SUN FHC and Bank Managing Director of E.SUN Bank Experience: Chairman of Financial Information Service Co.,Ltd. Head of systems engineering division of Institute for Information Industry. |
0 |
| 4 | Independent director |
Hsin-I Lin |
Bachelor of Department of Mechanical Engineering, National Cheng-Kung University |
Current: Director of Yulon Motor Co.,Ltd., China Motor Co.,Ltd. Independent director of E.SUN FHC and Bank Experience: Vice Premier of Executive Yuan, Minister of Economic Affairs, Chairman of Industrial Technology Research Institute |
0 |
| 5 | Independent director |
Chun-Yao Huang |
PhD of Marketing at London Business School |
Current: Professor of Business Administration at National Taiwan University Experience: Dean, College of Business Administration at National Taiwan University |
0 |
| 6 | Director | Representative of E.SUN Volunteer & Social welfare Foundation Yung-Jen Huang |
Department of Cooperative Economics at National Chung Hsing University |
Current: Chairman of E.SUN FHC Experience: Chairman of E.SUN Bank, President of E.SUN Bank |
25,774,280 |
| 7 | Director | Representative of E.SUN Volunteer & Social welfare Foundation Joseph N.C. Huang |
MBA of the City University of New York |
Current: President of E.SUN FHC and E.SUN Bank Experience: Chairman of E.SUN Venture Capital |
25,774,280 |
[18 ]
| No. | Name | Education | Professional experience |
Number of shares held | No. |
|---|---|---|---|---|---|
| 8 | Director | Representative of E.SUN Foundation Gary K.L.Tseng |
Master of Public Administration at Harvard University |
Current: Director of E.SUN FHC Chairman of E.SUN Bank Experience: Director Banking Bureau, Financial SupervisoryCommission |
14,531,328 |
| 9 | Director | Representative of Hsin Tung Yang Co., Ltd. Jackson Mai |
Kai-Nan Commercial & Technical High School |
Current: Chairman of Hsin Tung Yang Co., Ltd. Director of E.SUN FHC, Managing Director of E.SUN Bank Experience: Chairman of Sheng Yang Construction Co., Ltd. |
47,501,054 |
| 10 | Director | Representative of Fu-Yuan Investment Co.,Ltd. Ron-Chu Chen |
Chu Nan Junior High School |
Current: Chairman of Fu Yuan Investment Co., Ltd. Director of E.SUN FHC and E.SUN Bank Experience: Chairman of Nien Hsing Textile Co.,Ltd. |
29,771,495 |
| 11 | Director | Representative of Shang Li Car Co.,Ltd. Chien-Li Wu |
Chung Jung High School |
Current: Chairman of Shang Li Car Co., Ltd. Director of E.SUN FHC and E.SUN Bank Experience: Chairman of Shen Li Investment Co.,Ltd. |
40,000,000 |
| 12 | Director | Representative of Shan Meng Investment Co.Ltd., Magi Chen |
EMBA, University of Tennessee, Knoxville, |
Current: Director and CFO of E.SUN FHC and E.SUN Bank Experience: SEVP of E.SUN FHC and E.SUN Bank |
19,273,532 |
| 13 | Director | Representative of Sunlit Transportation Co., Ltd. Mao-Chin Chen |
Master of Economics at National Taiwan University |
Current: Director and CSO of E.SUN FHC and E.SUN Bank Experience: SEVP of E.SUN FHC and E.SUN Bank |
41,349,000 |
Notes: 1. The shareholdings for above board candidates are calculated based on the book closure date (2017/4/18).
- The first four independent director candidates are all incumbents who are serving their third straight term. Indeed, the Company needs independent directors commensurate with its development strategies and diversification considerations. Not only proving their independence before their appointment and during their tenure, the four possess the knowledge, skills, and attainment as well as other overall specializations needed for them to do their job. As convener of the Audit Committee, Cheng-En Ko owns three certificates highly sought after in international financial and accounting circles and commands an extraordinary capacity for corporate governance and financial management. With his expertise in growth strategies and corporate innovation and transformation, Ji-Ren Lee is a specialist in strategic management and human resources management. Chen-Chen Chang Lin is a veteran who over the years has focused on financial information systems and accumulated a solid track record in fintech and information security. For his part, Hsin-I Lin is best known for his insights on industry risks, performance management, and business operations. Given their expertise in accounting and auditing as well as strategies, information, and business management, their serving the Company’s functional committees under the Board of Directors is
[19 ]
fully justified: they are forward-looking and impartial and can help with better-rounded decision making, thereby ensuring the quality of strategic planning. During their tenure, they have not only performed their supervisory and directory duties through presenting suggestions to the Board of Directors and its various functional committees but also assisted the Company in establishing and enforcing a sound corporate governance mechanism. The Company thus concluded that the four are fully qualified to serve as independent directors.
The nominee number 5 Prof. Chun-Yao Huang is a new candidate for independent director. Prof. Huang is expert in digital marketing, new product development, and e-commerce. His research includes quantitative marketing model, clientele analysis, sales projection, and web browsing behavior analysis. He has rich experience providing marketing consultation to retailing, finance, technology, and internet.
[20 ]
VI. Extempore motion
[21 ]
VII. Appendices
< Appendices 1>
Business Report
Dear Shareholders :
The year 2016 saw many challenges and changes across the world’s political and economic landscapes: the U.S. presidential election, the U.K.’s referendum on leaving the European Union, protectionism on the rise, and clashes between forces in favor of and against globalization. All these not only impacted the strategic deployment of countries and their competition and cooperation in regional economies but also brought financial markets more uncertainties. Meanwhile, such pressing issues as Fintech, information security, and cross-border control of money laundering put financial institutions to test; they were called upon to prove themselves capable of securing an equilibrium in financial innovation and risk management while staying on the growth track. We are keenly aware that such a time of challenges and changes is no less than a critical juncture for businesses to build on their core value and secure their place in the future.
E.SUN Bank, E.SUN Financial Holding Co., Ltd.’s major subsidiary, was established in 1992. Since its inception, E.SUN Bank has overcome many daunting challenges over a quarter century. During this time, we have never strayed away from our vision and beliefs. Named after Taiwan’s highest peak Yushan, or Mt. Yu, E.SUN Bank is committed to standing by the principles of integrity and honesty while striving for a fresh, professional brand image, thereby making the best bank in Taiwan.
— 2016 A Solid Overall Performance
E.SUN FHC delivered further growth across all business lines in 2016. This performance did not go unnoticed. While the Company made its way into the Dow Jones Sustainability Index (DJSI) for a third straight year, three leading international financial magazines—Asiamoney, The Asset, and The Banker—unanimously rated E.SUN Bank as Taiwan’s best bank in recognition of its long-time dedication to sustainable development and sound business.
In terms of financial gauges, net income set another record high of NT$13.135 billion, EPS was NT$1.50 per share. The ROE and ROA came in at 10.35% and 0.71% respectively while the capital adequacy ratio at 137.29%. Meanwhile, E.SUN Bank was able to keep up its asset quality as well. The NPL ratio of 0.19% was supplemented by a 629.84% loan loss coverage ratio. When it comes to credit ratings, Moody’s continued to assign E.SUN FHC its long/short-term foreign-currency deposit ratings of Baa1/P-2 while keeping intact those for E.SUN Bank at A3/P-2. Both were assigned a stable outlook.
At the end of 2016, E.SUN FHC’s total assets amounted to NT$1.88 trillion; outstanding balance of loans, NT$1.13 trillion; and outstanding balance of all deposits, NT$1.56 trillion, including NT$705.8 billion in demand deposits and NT$413.5 billion in foreign currency
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deposits. Net interest income and fee income also grew steadily, by 6.36% to NT$18.585 billion and by 12.04% to NT$15.549 billion respectively. Likewise, wealth management and credit card businesses kept up growth momentum. Fee income from wealth management and credit card services increased by 12.4% and 20.8% to NT$8.219 billion and NT$4.244 billion respectively. Separately, the Bank saw its cardholder spending expand by 18.9% to NT$300.1 billion, recording the highest growth rate among Taiwan’s top 10 card issuers for a second straight year. In terms of SME loans, E.SUN Bank not only remained the biggest lender among Taiwan’s privately run banks but also emerged as a recipient of the SME Credit Guarantee Partner Awards for the 11th consecutive year, a record unparalleled by any other local peer.
Fintech has progressed rapidly. To stay ahead of the game, E.SUN has continued investing in financial innovation in the form of payment services, smart banking, and channel consolidation so that it can provide customers with personalized services and make digital banking and the good life it brings readily accessible to everyone. In terms of payment banking, E.SUN Bank took the lead to introduce E.SUN Wallet, Taiwan’s only cellular credit card with both Host Card Emulation (HCE) and QR code capabilities. When it comes to smart banking, E.SUN Bank draws on big data and digital platforms as its core for developing a wider range of Bank 3.0 services: e-Click Loan Application, online mortgages, online forex services, and digital wealth management. As far as channel consolidation is concerned, the Bank took the lead to combine digital technology and the arts as it set up digital flagship branches in northern, central, and southern parts of Taiwan to provide customers with O2O financial services that come with a distinctly human touch and integrate the physical and virtual. E.SUN’s accomplishments were recognized and received the Digital Champion in Asiapac Award for two consecutive years in Gartner’s innovation award.
When it comes to expanding across Asia, E.SUN Bank now operates 24 outlets in eight countries and regions, including the Yangon Branch in Myanmar—the only one established by any Taiwanese bank to date; the China subsidiary—the first instance of any Taiwanese bank branch securing subsidiary status on the mainland; and the Sydney Branch in Australia. All these go a long way toward building a well-rounded financial platform in Asia that promises to provide customers with a full spectrum of cross-border services.
Strive for Sustainable Development
The most beautiful mountain. The most beloved bank. We have gathered a team of partners sharing the same aspirations and ideals who work hard to excel in the three most indicative areas for any business venture: overall performance, corporate social responsibility, and sustainable development. It is our belief that only by focusing on sustainable development as a long-term value and incorporating CSR into business strategy can we make the best-performing and most-respected bank. As such, we pledge to build a happiness-giving enterprise—a supportive environment where all employees can bring their potential to the
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fullest. We also took the lead to set up the E.SUN Baby Growth Fund as an incentive for employees to have children and help cultivate a quality young generation. Separately, we also take responsible investment and lending seriously. As a signatory of the Equator Principles, we are set to work with customers for an intelligent, strategic, and methodical approach toward ensuring environmental sustainability. To attain sustainable development, we will keep up our endeavors across all aspects of our business: corporate governance, employees, customers, the environment, and society at large.
Both opportunities and challenges abound in the days ahead. As our third decade unfolds, E.SUN FHC has adopted the core strategy of striving for financial innovation, deepening roots in Taiwan, and making inroads into Asia so that we can take full advantage of Fintech and the Asian market that are both on the rise. With technology as our growth accelerator, we are committed to creating long-term value for shareholders and striking a balance between benefits for all stakeholders. Our gratitude goes to all those who have been generous with support and exhortation of E.SUN FHC over the years. We pledge to keep up our endeavors and help build a brighter future for all. Best wishes for everyone in 2017!
Chairman President
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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES
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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Stockholders E.SUN Financial Holding Company, Ltd.
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