5. Directors, executives and all staff should avoid any transactions that lead to conflicts of interest resulting from dealing with related persons of the Company such as clients, competitors, or using information, or taking the opportunity of being directors or staff for exploitation or competition with the company or performing other jobs other than the Company’s tasks which would affect his/her duties. 6. Directors, executives and all staff should avoid holding shares in the business of its competitors that might affect their duties or responsibilities. In the case that such person holds shares before taking the position or staff or before the Company operates that business or inherited those shares, the person must report to his/her related supervisors and send a copy of the report to the audit and compliance division every time.
Business Ethics Since business ethics is essential to the Company in order to achieve business targets and success with an efficient operation systems, the Board has set a code of conduct for employees to follow and use as guidance to perform with honesty and integrity for the Company, clients, shareholders, and all stakeholder groups. In addition, the Company has established a set of punitive courses for those who breaches the code; and the audit and compliance division to oversee the matter regularly.
Balance of Directors (as of December 31, 2006) The Board consists of at least 5 directors but not more than 15 directors, who have skills, experiences, knowledge and independent judgment to share in the Board
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meeting. In addition, the directors must have the qualifications according to the specified law. In addition, at least 4 members or one third of the Board members shall be independent directors. The appointment of the Board is subject to preset agenda with transparent and clear nomination of wellprofiled directors. The Company shall disclose the profile of all directors in detail, including any changes made to the public through the Company’s website, internal media and also at every branch office.
Aggregation or Segregation of Positions To achieve independence of the chairperson of the board and to segregate authorities and duties of policy makings and daily management, the chairperson of the board is not the same person as the chairperson of the executive board. The chairperson must not take managerial position of the Company nor has any direct or indirect conflict of interest on the Company’s financing, investment and management functions. In order to be mutually balance, the Board has clearly set roles, duties and authorities of the Board, the Executive Board and the President in written to prevent any overlapping in authorities.. Hence, the Board has defined the Company’s policy, whereas the Executive Board has overseen the Company’s management.
Remuneration for Directors and Management The Company has set the remuneration for directors in performing their duties in the meetings clearly and transparently. Such remuneration is approved by the shareholder meeting. In case directors are assigned to perform more roles and have more responsibilities such as being members of the sub-committee, they shall be rewarded accordingly. Regarding the remuneration for the management, the company has not formed a sub-