Succession Planning for Board Members and Key Management Personnel
The company currently has a total of seven directors, including three independent directors. Their expertise spans various fields such as business management, information technology, finance, and law. The board members come from diverse backgrounds, including distinguished academics and professionals with extensive industry experience. The company also places great emphasis on gender equality, with two female directors among the seven members, demonstrating a strong commitment to diversity and inclusion. This aligns with corporate governance and sustainable development principles. Furthermore, in accordance with Article 24 of the company's Corporate Governance Best Practice Principles, independent directors "shall not" serve more than three consecutive terms. This requirement is stricter than the "should not" guideline stated in Article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, ensuring periodic board rotation, enhanced governance transparency, and strengthened independence.
The company actively promotes a Board of Directors succession plan by cultivating senior executives, enabling them to gradually participate in board operations and gain in-depth knowledge of the group's various business units. Additionally, a job rotation mechanism is implemented to help executives accumulate diverse industry experience, fostering future board members with a well-rounded perspective. To ensure decision-making stability and knowledge transfer, the company may also consider appointing experienced retired employees as board members, further enhancing the effectiveness of corporate governance.
The current Chairman, Mr. Jia Zhongdao, joined the Capital Futures Group in the year 2000. From June 2000 to February 2010, he served as Executive Vice President and Head of the IT Department at Capital Securities Corp. From March 2010 to August 2015, he was reassigned to Capital Futures Corp. as General Manager.From August 2015 to October 2018, he served as Vice Chairman and Chief Information Officer at Capital Futures Corp. After retiring in October 2018, he was appointed General Manager of Capital Securities Corp. In August 2022, he transitioned to his current role as Chairman of Capital Futures Corp.
Additionally, the Company has maintained close communication with renowned domestic universities over the years, which serves as a valuable channel for identifying and recommending suitable candidates for directors and independent directors. The Company also refers to the "Independent Director Talent Database" provided by the Securities and Futures Institute of the Republic of China to select qualified board members based on the following criteria:
1.Integrity, responsibility, innovation, and decision-making ability, aligning with the Company's core values, along with professional knowledge and skills that contribute to the Company's business management.
2.Industry experience relevant to the Company's business operations.
3.The candidate's appointment is expected to enhance the board's effectiveness, synergy, diversity, and alignment with the Company's needs.
For example, the Company's newly appointed independent director, Mr. Lin Zhicheng, has been deeply engaged in the futures industry, which is closely related to the Company's business, for many years. He possesses extensive professional knowledge and practical experience in futures exchanges, enabling him to provide strategic insights to the board and enhance the Company's operational efficiency. His addition further strengthens the board’s diversity and synergy, ensuring that the decision-making process remains both professional and forward-looking, thereby driving the Company's stable growth and sustainable development.
Additionally, the Company’s Board of Directors has established the "Performance Evaluation Guidelines for the Board of Directors and Functional Committees." Under these guidelines, internal performance evaluations are conducted annually, while external evaluations are carried out every three years. The evaluation criteria include oversight of corporate goals and missions, awareness of responsibilities, participation in operations, internal relationship management and communication, professional competencies and continuing education, internal controls, and expression of concrete opinions. These assessments ensure the effective operation of the Board and serve as a reference for future director selection.
Our company envisions becoming a long-term partner in our clients' growth and views "talent" as the most crucial factor for sustaining the company’s success. Key management personnel must possess the leadership qualities aligned with our operational philosophy "CAPITAL," which stands for: Commitment, Ambition, Planning, Performance, Profit, Professionalism, and Passion; Integrity and Innovation; Teamwork; Assiduity; and Leadership. To nurture a succession pipeline for key management personnel and pass on the "CAPITAL" management philosophy, we conduct annual executive training programs to develop decision-making, management, and operational skills. Additionally, we offer various e-learning courses on regulatory compliance, ethical management, cybersecurity, and financial consumer protection, utilizing e-learning systems to facilitate continuous learning and growth for all levels of management.
The Company identifies high-potential employees through performance evaluations. Each department submits promotion recommendations based on employee performance and succession planning, with the Board of Directors approving the promotion of managerial-level and above personnel. For the development of key management personnel, the Company organizes training programs on business management, financial product planning and marketing, regulatory compliance, anti-money laundering and counter-terrorism financing, as well as specialized lectures on data analytics and fintech applications. Practical learning experiences, such as job rotations, participation in key meetings, project leadership, and acting assignments, further enhance the succession training system. Additionally, "learning" is designated as a key evaluation criterion in performance assessments, as lifelong learning among management is essential for staying ahead of future trends and aligning the Company’s growth with career development at all management levels.
For example, the Company's current President, Mr. Mao Chen-Hua, joined Capital Futures Group in 2005. From September 2005 to April 2009, he served as an Associate Director of the Business Department at Capital Futures Co., Ltd. Between April 2009 and September 2021, he held successive positions as Vice President, Senior Vice President, and Executive Vice President, leading the business team to achieve remarkable success and drive business growth to new heights. In September 2021, he was appointed as President.
Since 2007, a cumulative total of 55 employees have participated in the training programs of Capital Financial University, of whom 37 employees are currently still employed by the Company. Among these active participants, 28 employees have received promotions within the past three years, representing an overall promotion rate of approximately 75.7%. In addition, 14 employees currently hold managerial-level or higher positions, accounting for 37.8%, demonstrating that Capital Financial University has become an important source for cultivating the Company’s mid- to senior-level management talent.
Furthermore, all participants who remain employed have experienced grade or position advancement in line with their career development, indicating that the Company’s training system has effectively established a stable career development pathway and continues to support talent development and succession planning.
