中租控股股份有限公司 -凯发ag旗舰厅

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8		9

	(1)executive chairman
	authorized representative of chun an investment co., ltd.
	fong-long chen
	master of science, sloan school of management, mit, usa

	(2)director
	authorized representative of chun an investment co., ltd.
	andre j.l. koo
	mba, leonard n. stern school of business, nyu, usa

(3)director

chee wee goh

	bachelor of science(first-class honours),university of singapore (now national university of singapore), singapore
	master of science in engineering, university of wisconsin, usa
	diploma in business administration, university of singapore (now national university of singapore), singapore

	(4)director
	authorized representative of chun an technology co., ltd.
	king wai alfred wong
	mba, leonard n. stern school of business, nyu, usa

	(5)director
	authorized representative of chun an technology co., ltd.
	ms. hsiu tze cheng
	emba, national taiwan university

	(6)director
	authorized representative of li cheng investment co., ltd.
	chih yang chen
	master degree in international affairs, nccu

(7)independent director

steven jeremy goodman

	mba from nanyang technological university, singapore
	law degree llb from manchester university, england
	passed the solicitors finals examinations from the college of law, law society of england and wales (with honours)
	passed the overseas lawyers qualification examination, hong kong law society

(8)independent director

ching shui tsou

master in economics, soochow university, taiwan

(9)independent director

casey k. tung

	master of science in business administration, california state university, long beach, u.s.a.
	bachelor of commerce, soochow university, taiwan

1. board performance evaluation report of 2019
1. evaluation period: from 2018/11/01 to 2019/10/31.
2. period for conducting the evaluation: from 2019/11/01 to 2019/11/18.
3. criteria for evaluation
(1) criteria for evaluating the performance of the board of directors as whole
i. participation in the operation of the company;
ii. improvement of the quality of the board of directors' decision making;
iii. composition and structure of the board of directors;
iv. election and continuing education of the directors; and
v. internal control.
(2) criteria for evaluating the performance of individual director
i. familiarity with the goals and missions of the company;
ii. awareness of the duties of a director;
iii. participation in the operation of the company;
iv. management of internal relationship and communication;
v. the director's expertise and continuing education; and
vi. internal control.
(3) criteria for evaluating the performance of compensation committee
i. participation in the operation of the company;
ii. the awareness of the duties of a member of compensation committee;
iii. improvement of the quality of the compensation committee’s decision making; and
iv. composition and selection and member election of compensation committee.
(4) criteria for evaluating the performance of corporate governance and sustainable development committee
i. participation in the operation of the company;
ii. the awareness of the duties of a member of corporate governance and sustainable development committee;
iii. improvement of the quality of the corporate governance and sustainable development committee’s decision making; and
iv. composition and selection and member election of corporate governance and sustainable development committee.
(5) criteria for evaluating the performance of audit committee
i. participation in the operation of the company;
ii. the awareness of the duties of a member of audit committee;
iii. improvement of the quality of the audit committee;
iv. composition and selection and member election of audit committee; and
v. internal control.
4. internal board performance evaluation execution team
the following members of corporate governance and sustainable development committee were appointed on september 19, 2019, by the chairman of the board of directors to perform the board performance evaluation of 2019:
(1) kevin liao;
(2) charles yang; and
(3) matt chan.
5. evaluation results of the board of directors

criteria	score(5 point scale)	result
1.participation in the operation of the company	5	effective
2.improvement of the quality of the board of directors' decision making	5	effective
3.composition and structure of the board of directors	5	effective
4.election and continuing education of the directors	5	effective
5.internal control	5	effective

6. individual director performance evaluation
the evaluation found that each director perform effectively in every aspect of the criteria for evaluating the performance of individual director.

criteria	score(5 point scale)	result
1.the familiarity with the goals and missions of the company	5	effective
2.the awareness of the duties of a director	5	effective
3.the participation in the operation of the company	5	effective
4.management of internal relationship and communication	5	effective
5.the director's expertise and continuing education	5	effective
6.internal control	5	effective

7. evaluation results of compensation committee

criteria	score(5 point scale)	result
1.participation in the operation of the company	5	effective
2.the awareness of the duties of a member of compensation committee	5	effective
3.improvement of the quality of the compensation committee’s decision making	5	effective
4.composition and selection and member election of compensation committee	5	effective

8. evaluation results of corporate governance and sustainable development committee

criteria	score(5 point scale)	result
1.participation in the operation of the company	5	effective
2.the awareness of the duties of a member of corporate governance and sustainable development committee	5	effective
3.improvement of the quality of the corporate governance and sustainable development committee’s decision making	5	effective
4.composition and selection and member election of corporate governance and sustainable development committee	5	effective

9. evaluation results of audit committee

criteria	score(5 point scale)	result
1.participation in the operation of the company	5	effective
2.the awareness of the duties of a member of audit committee	5	effective
3.improvement of the quality of the audit committee’s decision making	5	effective
4.composition and selection and member election of audit committee	5	effective
5.internal control	5	effective

2. the outside evaluation on the performance of the board of directors and the responses of chailease holding (“the company”):
during february and march of 2018, the company retained the taiwan corporate governance association ("tgca") for carrying out the 2018 outside evaluation on the performance of the board of directors. the evaluation is conducted through questionnaires and onsite interview with high ranking company officials, covering 38 indexes comprising the 8 dimensions including the board's: (i) composition, (ii) instructions, (iii) delegation of authorities, (iv) oversight, (v) communication, (vi) discipline, (vii) internal control, and (viii) risk management. out of the 38 indexes, the tgca determined the company satisfied the requirements of 33 indexes, leaving 5 indexes for the high-ranking officials to clarify with respect to the questions raised by the evaluators.

below are the conclusions and recommendations of a report provided by the tcga, and the responses of the company to the recommendations:

conclusions
1. chailease holding company limited has been in asset leasing and financing services businesses for 40 plus years and the board strives hard to uphold "value, growth, ethics and discipline" business philosophy in doing business internationally since the inception of the company.
2. the chairperson, directors and executives all emphasize the importance of organizational culture, which is a manifestation that the board and the company as a whole have a high regard for creating such a culture for the benefit of the company.
3. with a clear understanding of the pros and cons of representatives of corporation directors as nature person directors, your company has in-depth considerations for how the composition of the board, including the number of directors, gender combination and specialty, can work best to suit the long-term development of the company.
4. your company has a clear set of criteria for distinguishing main stakeholders and sets up specific communication mechanisms for each group of stakeholders. as a result, the board keeps in hand quality information of both the internal and external environment to facilitate its decision-making process.
5. the board members of your company take active part in the implementation of corporate operation decisions. despite the fact that they are based in different countries or territories and have to attend meetings via video conferences, most board members' attendance rate is as high as 100%.
recommendations	responses
1. your company may explain in the annual report or on corporate website why it is necessary and reasonable for the chairperson to double as president and for the board to have more representatives of corporation directors. this can build better communication between the company and the stakeholders.	the existing conditions are conforming to the objectives of chailease as manifesting in its operations and performances.
2. your company has been growing the business with steady pace by developing new opportunities in solar power. inviting external directors to join the strategy formulation stage early on will help the company devise even more comprehensive strategic planning for the new business.	if there is a need to involve outside directors in the discussion of major diversifying strategies, in order to reducing costs, it may take place before or after the date set for a meeting of the board of directors.
3. currently the ethical management committee, composed of manager level officers, is in the position to assist in evaluating board performance using more or less simplified indicators. the board may consider requesting the compensation committee to help with the monitoring of the evaluation process and adding indicators that can measure the performance more effectively.	chailease will implement measures relating to corporate governance one step at a time, and will take serious consideration of the suggestion, provided there are changes of the trend or more stringent and explicit requirements of related regulations in the future.
4. the audit committee members at your company have specialized and international experiences. as the company keeps growing and expanding to diverse business interests, the audit committee may take a more proactive role in addressing matters like major risk management, internal control system improvement and the evaluation of external accountant competence, to foster stable development of the company.	1. chailease held the meeting of the risk management committee on a quarterly basis and credit examination committee on a weekly basis, during which major corporate risk matters and those domestic or foreign events capable of affecting credit risk were discussed and related monitoring measures are formulated. 2. the audit committee is aware that the auditing department examined the internal control system to determine whether it requires revision; if there is any such requirement, the proposal of revision would be submitted to the audit committee for resolution. however, the internal control system of chailease holding has not been revised regularly because it has not engaged in active operations except investing in its subsidiaries. 3. a newly retained accountant is required to provide the biographies for the board’s examination. in addition, a retained accountant is required to participate in the meeting of the board of directors for reporting the audit plan, key audit items, and audit results. the board of directors determines the suitability of an accountant.
5. your company implements a regular job rotation program for high-ranking officers and has created a human resource database. you may include the training and succession plan in the report to the board as a special topic to ensure a strong link between the incumbent executive officers and the talent required for the mid-and-long term development of the company.	chailease will take serious consideration of reporting to the board of directors the suggestion at a suitable time.

3. 2019 communications between independent directors, internal audit officer and cpas
1. the internal audit officer and cpas can directly contact with independent directors if needed and maintain good communication with independent directors.
2. 9 audit committee meetings were held in this year. the internal audit officer attended all the audit committee meetings, and presented the findings and follow-ups of all audit reports to independent directors in the quarterly meetings with thorough communication. the company also provides audit reports to independent directors every month.
3. the audit committee is composed of the entire number of independent directors. the cpas attended the audit committee meetings at least 3 times a year and explained the audit method, scope of audit matters and the latest accounting standards with thorough discussion with independent directors when the audit committee reviewed the annual financial statements. the cpas also attended the board meetings to explain to and communicate with all directors.

summary of communications between independent directors and internal audit officer:

date	meeting	topics	result
2019.03.22	audit committee	1. the audit report for the fourth quarter of year 2018. 2. the effectiveness of design and operation of the internal control system of the company.	1. duly confirmed without opposition. 2. unanimously approved.
2019.05.10	audit committee	the audit report for the first quarter of year 2019.	unanimously approved.
2019.08.12	audit committee	the audit report for the second quarter of year 2019.	unanimously approved.
2019.11.11	audit committee	the audit report for the third quarter of year 2019.	unanimously approved.

summary of communications between independent directors and cpas:

date	meeting	topics	result
2019.03.22	audit committee	the consolidated financial statements for the year ended december 31, 2018.	cpas explained the responsibilities of management, audit committee and cpas, the audit procedures, audit results, and the adoption timeline and impact of new ifrs accounting standards. cpas also answered the questions raised by independent directors and had related discussions with independent directors. the audit committee unanimously approved the proposal and submitted for the board’s approval. it was announced and reported to the competent authority as scheduled.
2019.08.12	audit committee	the consolidated financial statements for the first half year ended june 30, 2019.	the audit committee unanimously approved the proposal and submitted for the board’s approval. it was announced and reported to the competent authority as scheduled.
2019.12.13	audit committee	key audit matters for the company’s consolidated financial statements of 2019.	cpas explained the rationale of selecting key audit matters and the audit method. it is duly confirmed without opposition.