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10

Mega ICBC

-10-

II.

Corporate Governance Execution and Deviations from “Corporate Governance Best-Practice Principles for

Banks” and reasons

As of December 31, 2015

Item

Execution

Deviations from the

Principles and

Reasons

A.

Ownership Structure and

Shareholders’ Equity

None

1.

Handling of shareholders’

suggestions and disputes

All suggestions and disputes are handled according to

policies and procedures.

2. Major shareholders of

controlling stake in the bank

Mega Financial Holding Company is the Bank’s sole

shareholder.

3.

Risk assessment and

firewalls established against

the operations with the

affiliates

The Bank’s staffs, assets and management are

independent of its affiliates, and follow the authority’s

regulations.

B.

Organization and

Responsibilities of the Board

of Directors

1.

Audit, Remuneration or

other Functional

Committees

None.

The Bank’s parent company, Mega Financial Holding

Company, has set up a Remuneration Committee, by

which all the bank’s remuneration policies or related

adjustments should be approved.

Mega Financial Holding Company has established an

Audit Committee, and designated supervisors in the

Bank’s Board. Supervisors meetings shall be convened at

any time, with the attendance of the CPAs, if necessary.

2.

Evaluating the

independence of the CPAs

periodically

The independence of the CPAs is evaluated while being

employed.

C.

Communications with

Interested Parties

The Bank updates the list of interested parties quarterly,

and when positions alter.

The Bank processes customer claim and support through

direct customer service line.

An internal discussion forum is provided for all staffs,

accessible at any time.

D.

Disclosure of Information

1.

Setting up a corporate

website to disclose

information regarding the

bank’s financials, business

and governance status

2.

Other information

disclosure channels

The Bank maintains an official website

(https://www.megabank.com.tw)

in both Chinese and

English version; on which latest information, including

credit ratings, annual report, and corporate governance are

available.

The spokesperson system has been established and fully

implemented.

Investor conference is held by Mega Financial Holding

Company, the sole shareholder of the Bank.