

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.