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B.O.K — Annual Report 2025
Apr 17, 2026
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Annual Report
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Stock No:2836

BANK OF KAOHSIUNG
www.bok.com.tw | 值得您信賴的銀行

開片由高雄市政府欽爾地提州 攝影藝術文
20
25
Jan. 1, 2025–Dec. 31, 2025
ANNUAL REPORT
Printed on March 5, 2026
Taiwan Stock Exchange Market Observation Post System | https://mops.twse.com.tw
Bank of Kaohsiung annual report is available at https://www.bok.com.tw
The Chinese version rules if any contradiction in meaning exists between the Chinese version and English version.
Headquarters
Address : 168 Po Ai 2nd Road, Tsoying District, Kaohsiung, Taiwan
Tel : (886) 7-557-0535
Website : https://www.bok.com.tw
Spokesperson
Name : Tung-Chiang Sung
Title : Vice President
Tel : (886) 7-557-0535 ext.380
E-mail : [email protected]
Deputy spokesperson
Name : Tai-Lu Tu
Title : Vice President and Chief Secretary, Board of Directors Secretariat
Tel : (886) 7-557-0535 ext.380
E-mail : [email protected]
Stock Transfer Agent
Name : Yuanta Securities Co., Ltd.
Address : B1, No. 67, Section 2, Dunhua South Road, Da'an District, Taipei City, Taiwan
Tel : (886) 2-2586-5859
Website : www.yuanta.com.tw/eyuanta/
Credit Rating Agency
Name : Fitch Australia Pty Ltd. Taiwan Branch
Address : Suite A2, 23F., No. 68, Sec. 5, Zhongxiao E. Rd., Xinyi Dist., Taipei, Taiwan
Tel : (886) 2-8175-7600
Website : www.fitchratings.com/zh/region/taiwan-china
Auditors
CPA : Ling-Wen Huang, Kuo-Ming Li
Company : Crowe (TW) CPAs
Address : 27F.-1, No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City, Taiwan
Tel : (886) 7-331-2133
Website : www.crowe.tw
Overseas Securities Exchange : None.

高雄銀行
BANK OF KAOHSIUNG
2025 ANNUAL REPORT
CONTENTS
I. Letter to Shareholders 3
II. Corporate Governance Report 6
2.1 Directors and Management Team 6
2.2 Remuneration of Directors, President, Vice President and Consultant 24
2.3 Implementation of Corporate Governance 28
2.4 Information Regarding Fee for CPA service 70
2.5 Alternation of CPA 70
2.6 Chairperson, President or Managers Responsible for Financial or Accounting Business Assume Positions in the Office of CPA Certified the Bank's Financial Statement or in the Affiliates Thereof in the Latest Year 70
2.7 Changes transfer and pledge in Shareholding of Directors, Managers and Persons Who Must Declare their Shares Pursuant to Article 11 of "Regulations Governing A Same Person or Same Concerned Party Holding the Issued Shares with Voting Rights exceed a Particular Ratio of a bank." For FY 2025 and up to Feb. 2026 70
2.8 Information Disclosing the Relationship Between Any of the Bank's Top Ten Shareholders as Defined 73
2.9 The Shareholding and Syndicated Shareholding of an Identical Invested Business Held by the Bank, Directors, President, Vice President, Heads of Departments and Branches and the Bank Directly or Indirectly Governed Business 74
III. Capital Overview 75
3.1 Capital and Shares 75
3.2 Financial Bonds, Preferred Stocks, Overseas Depository Receipts, Employees Stock Options Receipts, New Restricted Employee Shares Compensation, Acquire or Transferee other Financial Institutions 79
3.3 Financing Plans and Implementation 83
IV. Operational Highlights 84
4.1 Business Scope 84
4.2 Human Resources 89
4.3 Social Responsibility and Code of Ethical Conduct of the Bank 91
4.4 Number of full-time employees not holding managerial positions and information on salaries 95
4.5 Information Technology and Computer Facility 95
4.6 Information Security Management 96
4.7 Labor Relations 99
2025 | Contents
ANNUAL REPORT
4.8 Important Contracts ... 100
4.9 Information on Securitization Products Issued in FY 2025 Permitted under “Financial Assets Securitization Provision” or “Real Estate Securitization Provision” ... 101
V. Review and Analysis of Financial Status, Financial Results and Assess the Risk Management ... 102
5.1 Analysis of Financial Status ... 102
5.2 Analysis of Financial Results ... 103
5.3 Analysis of Cash Flow ... 103
5.4 The Impact of Major Capital Expenditures on Financial Operations in FY 2025 ... 104
5.5 Investment Policy in FY 2025, Main Causes for Profits or Losses, Improvement Plans and the Investment Plan for the Coming Year ... 104
5.6 The Evaluation of Risk Management ... 104
5.7 Responsive Mechanism for Crisis Management ... 115
5.8 Other Significant Events ... 115
VI. Special Disclosure ... 116
6.1 Summary of Affiliated Companies ... 116
6.2 Private Placement of Securities and Financial Bonds in FY 2025 and Up to the report printing date ... 116
6.3 Other Supplementary Disclosure ... 116
6.4 Pursuant to term 2, Paragraph 3, Article 36 of Security and Exchange Act. the Incidence Exerting Material Influence on Shareholders’ Rights or Securities Price in FY 2025 and Up to the report printing date ... 116
VII. Information Disclosure ... 117
VIII. Business Unit Directory ... 120
Letter to Shareholders
K
Dear Shareholders,
Looking back on 2025, the global political and economic environment was characterized by ongoing volatility and uncertainty. Global economic conditions were influenced by U.S. tariff policies and persistent geopolitical tensions, underscoring the importance of resilience and prudent management in navigating such challenges. Domestically, Taiwan's industrial landscape exhibited clear structural divergence. The electronics and semiconductor sectors demonstrated robust export momentum, supported by rising demand for artificial intelligence and high-performance computing. Meanwhile, traditional industries and petrochemical-related sectors experienced a slower pace of recovery, reflecting subdued end-market demand.
Amid the dual challenges of industrial polarization and the Central Bank's strengthened selective credit controls, the Bank maintained responsible and resilient management practices. Through dynamic risk management and flexible credit portfolio adjustments, we continued to strengthen financial performance despite a challenging economic environment, creating sustainable value for our customers, shareholders, and the Bank.
Advancing Balanced Business Performance
Benefiting from the NT$5 billion cash capital increase completed in March 2024, the Bank further strengthened its capital structure, supporting sustainable growth in lending and investment activities. In 2025, the Bank reported resilient financial performance. Pre-tax net income reached NT$1.567 billion, reflecting a year-on-year increase of 19.16%. Post-tax net income rose to NT$1.278 billion, representing annual growth of 32.99%. Earnings per share (EPS) stood at NT$0.68, underscoring the Bank's commitment to balanced and sustainable value creation. Earnings growth was supported by the expansion of the loan portfolio and improvements in the interest spread on foreign currency bonds, contributing to an increase of NT$633 million in net interest income. Return on assets (ROA) and return on equity (ROE) rose to 0.36% and 4.94%, respectively, reflecting enhanced efficiency in capital utilization and the Bank's commitment to sustainable financial performance.
In terms of business development, the Bank continued to broaden its customer base while strengthening relationships with existing corporate clients, supporting steady growth in asset scale and reinforcing our commitment to sustainable value creation. As of year-end 2025, total assets reached NT$355.8 billion, representing growth of 1.48%. Average deposit balances increased by 8.32% to NT$299.305 billion, while average loan balances grew by 9.59% to NT$227.222 billion. Within this, corporate lending expanded by NT$11.45 billion (up 8.5%), consumer lending rose by NT$4.757 billion (up 7.16%), and municipal lending increased by NT$3.682 billion (up 59.52%). These results reflect the Bank's balanced and prudent development, underscoring its commitment to sustainable and resilient growth.
Reflecting the Bank's sound operating fundamentals, Fitch Ratings assigned credit ratings on September 1, 2025. The Bank received an international long-term issuer default rating of BBB+ and a short-term rating of F1. Domestically, the Bank was rated AA-(twn) for long-term credit and F1+(twn) for short-term credit, all with a Stable Outlook, underscoring confidence in the Bank's resilient and sustainable operations.
Integrating Sustainability into Core Operations
The Bank has integrated ESG indicators into the core of its operations, reinforcing its commitment to sustainable development through initiatives in digital transformation, green finance, and social inclusion.
By strengthening information and cybersecurity frameworks and enhancing our Mobile Banking App, the Bank has introduced a user-friendly and intuitive interface together with streamlined transaction processes, supporting customer accessibility and reinforcing a secure and seamless user experience. Under the "Green and Transition Finance Action Plan," the Bank introduced Green and Sustainability Time Deposits and issued Sustainability Bonds to direct funds toward green and sustainable lending. Through sustainability-linked loans and green investments, the Bank supports domestic enterprises in their low-carbon transition, strengthening resilience in operations and contributing to sustainable development. In addition, the Bank continues to strengthen climate risk management. Beyond reducing and managing carbon emissions, we apply responsible investment and lending mechanisms to evaluate the greenhouse gas emissions and management practices of our financing and investment counterparties.
2025
ANNUAL REPORT
Letter to Shareholders

Chairperson

President

By supporting clients in their net zero transition, the Bank reduces its own carbon footprint while gradually expanding its portfolio of green assets, reinforcing our commitment to sustainable development.
In terms of sustainability talent development, the Bank continues to provide training for employees in sustainability-related professional knowledge, fostering cross-disciplinary and diverse thinking capabilities. This forms a solid foundation for the Bank's sustainable operations. Guided by our commitment to giving back to society, we also organize environmental conservation activities and support initiatives in sports, arts and culture, and assistance for disadvantaged groups, thereby promoting social inclusion and shared value.
Furthermore, in alignment with the competent authority's anti-fraud policies, the Bank has strengthened internal system controls and fraud prevention mechanisms, while enhancing frontline customer care procedures to safeguard customer deposits. In addition, the Bank conducted 224 financial literacy and fraud prevention outreach sessions across schools, community organizations, public institutions, and remote areas in Kaohsiung City, promoting public awareness of fraud prevention and supporting inclusive financial education.
External Recognition
In 2025, the Bank was recognized with the following awards and honors:
- The Bank was rated by the Financial Supervisory Commission as having "Grade A performance in SME lending".
- The Bank was recognized by the Joint Credit Information Center with the "Gold Quality Award" for banking credit information.
- Received the "Trust Information Exchange Platform Excellence Award" from the Trust Association.
- Honored by the Trust Association as an "Outstanding Institution for Trust Promotion", receiving the "Excellence in Promotion Award."
- Won first place in Business Today's "Wealth Management Bank and Securities Evaluation" for the "Best Trust Innovation Award."
- Won the "Trust Award" for Innovative Multi-Trust Solutions (1 Gold and 2 Excellence Awards) from the Commercial Times:
Letter to Shareholders
K

Independent Managing Director
Tu-Tsun Wang

Managing Director
Yung-Yu Tsai

Managing Director
Chin-San Huang

Independent Director
Jain-Rong Su

Independent Director
Chun-Tsung Lee

Independent Director
Chin-Hsiung Chen

Director
Hong-Cheng Liu

Director
Chun-Chieh Huang

Director
Chien-Fu Chen

Director
Li-Chih Lin

Director
Sheng-Chen Lee
(1) Best Securities Trust Innovation Award (Small Banks Category) – Gold Award
(2) Best Integrated Trust Product Innovation Award (Small Banks Category) – Excellence Award
(3) Best Real Estate Management Trust Innovation Award – Excellence Award
- At the Commercial Times "Protecting Assets, Securing the Future" Campus Video Competition, the Bank mentored students in producing trust-related videos, which received one Silver Award, two Bronze Awards, one Excellence Award, one Honorable Mention, and one Online Popularity Award. The Bank was also honored with the Outstanding Trust Industry Mentor Award.
- Awarded the Silver Prize for Sustainability Reporting at the TCSA Taiwan Corporate Sustainability Awards organized by the Taiwan Institute for Sustainable Energy.
- Selected as a constituent stock of the RAFI® Taiwan High Compensation 100 Index by the Taiwan Stock Exchange for four consecutive years.
Driving Transformation and Opening New Pathways
Looking ahead to 2026, the Bank will position wealth management as its core growth engine. We will continue to expand services for high-net-worth clients and establish operations within the Kaohsiung Zone of the Asian Asset Management Center. Guided by our principles of prudent management, professionalism, and customer-centric service, the Bank is developing a robust wealth management platform. At the same time, we will strengthen the synergies of our deposit and lending businesses and diversify income streams within our investment portfolio. Through these three strategic pillars, the Bank aims to support new avenues of sustainable growth and reinforce long-term resilience.
To further strengthen our competitive advantage, the Bank will continue to refine corporate governance and advance three key transformation strategies: capital transformation, asset-liability structure optimization, and operating expense transformation. These initiatives aim to reinforce financial resilience, support sustained operational performance, and deliver long-term value for shareholders, reflecting our commitment to responsible and sustainable growth.
Chairperson
Hsu Tsui Mei
President
Chang Jung Tai
2025
Corporate Governance Report
ANNUAL REPORT
2.1 Directors and Management Team
2.1.1 The $15^{\text{th}}$ Directors
I. Information of Directors.
Mar 5,2025
| Title (Note1) | Nationality or registered | Name | Gender Age (Years) | Date Elected | Term (Years) | Date First Elected | Shareholding When Elected (Months) | Current Shareholding | Shareholding Under 15 Years (Months) | Shareholding Under 15 Years This | Experience (Education) | Current Positions in the Bank and Other Companies | Being the Specialist of Related Office (1,000 of Other Managers, Directors or Supervisors) | Remark Notes | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Total | Year | ||||||||||
| Chairperson | R.O.C. | Tika Miki Mau (Government of California City, 10th Governors) | Female 61-70 | Mar. 4,2026 | May 24,2026 | Mar. 4,2026 | 516,608,300 | 41.73 | 758,578,030 | 40.35 | Self Indicated (1,000) | Self Indicated (1,000) | 0 | 0 | Executive, State of California, Corporation, Bank of California, Life Insurance Agency Co., Ltd., and Executive and Policy President, Bank of California, Vital Statistics, and General Manager of the Management Department, Canadian and Chief Secretary of the Residence of the Board, Chief Secretary, Chief Secretary and General Manager of Research & Development Department, Executive Secretary of Secretary of Management Department, Executive Secretary of Planning Department and General Manager of Research & Development Officer, National Sun Yee een University | Director, Taiwan Bile Finance Corporation | None | None | None |
| Independent Managing Director | R.O.C. | Tu Taun Wang (Note 6) | Male 61-70 | May 25,2023 | May 24,2026 | May 25,2023 | 0 | 0 | 0 | 0 | Self Indicated (1,000) | Self Indicated (1,000) | 0 | 0 | Full-time, Professor, Department of Law, Ming Chuan University, Professor and Dean, School of Law, Ming Chuan University, Secretary-General, Bureau of Economic Affairs, Commissioned Fair Trade Commission, Independent Finance, First Commercial Bank, PCD, in Law, Graduate Institute of Law, National Changch University. | Group Chief Administration Officer and Chief Corporate Governance Officer at ASGC, Member of the Main Management Committee, Foreign and Asian Executive Officer of ASG Group, Director of State Finance-Initiative Limited, Group Chief International & Foreign Governance, The President of ASG, The Secretary of State Finance-Initiative Limited, Group Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer | None | None | None |
| Managing Director | R.O.C. | Yunip Yu Tsai (Representative of 3rd Ass Enterprise Co., Ltd.) | Male 61-70 | May 25,2023 | May 24,2026 | Jun. 16, 2011 (1st Supersent) | 175,453,860 | 14.17 | 276,877,934 | 14.89 | Self Indicated (1,000) | Self Indicated (1,000) | 0 | 0 | Director of Area Firing Rubber Ind. Co., Ltd., Supervisor of Bank of Kezhoung, Executive Master of Business Administration, National Sun Yee een University. | Director, BIAU and Accountability, Asst. CFO, TROU, TROU, Corporate Finance Officer, TROU, CEO, CEO, CEO, Marketing, Army Social Welfare, Deputy Foundation, Chareyung Co., King Association, and TROU, Director, the Chung National Bank (Journal), Co., Ltd., the Chang International Bank Co., Ltd., Fenhua Street, Penhua Technology Co., Ltd., Supervisory, Xinhua Technology Co., Ltd., Chareyung, of the T&C Bank, Taiwan Industrial Fishermen Institute. | None | None | None |
| Manager | R.O.C. | Qan-Rong Su (Note 8) | Male 61-70 | May 23,2025 | May 24,2026 | May 23,2025 | 0 | 0 | 0 | 0 | Self Indicated (1,000) | Self Indicated (1,000) | 0 | 0 | Chairperson of Taiwan Financial Services Coalition, Chairperson of Taiwan Academy of Business and Finance, Minister of Finance, Political, Deputy Minister of Finance, Governmental, Department of Finance, T&C, and the College of Public Affairs, National T&C University, Professor of Public Finance, National T&C University, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive | Chareyung Co., King Association, and TROU, Director, the Chung National Bank (Journal), Co., Ltd., the Chang International Bank Co., Ltd., Fenhua Street, Penhua Technology Co., Ltd., Supervisory, Xinhua Technology Co., Ltd., Chareyung, of the T&C Bank, Taiwan Industrial Fishermen Institute. | None | None | None |
| Director | R.O.C. | Quan-Rong Su (Note 7) | Male 61-70 | May 23,2025 | May 24,2026 | May 23,2025 | 0 | 0 | 0 | 0 | Self Indicated (1,000) | Self Indicated (1,000) | 0 | 0 | Chairperson of Taiwan Financial Services Coalition, Chairperson of Taiwan Academy of Business and Finance, Minister of Finance, Political, Deputy Minister of Finance, Governmental, Department of Finance, T&C, and the College of Public Affairs, National T&C University, Professor of Public Finance, National T&C University, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive Officer, Asst. Chief Executive | Chareyung Co., King Association, and TROU, Director, the Chung National Bank (Journal), Co., Ltd., the Chang International Bank Co., Ltd., Fenhua Street, Penhua Technology Co., Ltd., Supervisory, Xinhua Technology Co., Ltd., Chareyung, of the T&C Bank, Taiwan Industrial Fishermen Institute. | None | None | |
| T&C | R.O.C. | Quan-Rong Su (Note 6) | Male 61-70 | May 23,2025 | May 24,2026 | May 23,2025 | 0 | 0 | 0 | 0 | Self Indicated (1,000) | Self Indicated (1,000) | 0 | 0 | Chairperson of Taiwan Financial Services Coalition, Chief Secretary of Finance, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of California, Director of Finance, National Bank of | None | None | None |
Note: 1 For the names of political person shareholders, please refer to next table: Major Shareholders of the Institutions
2 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd., Tien Fu Enterprise Co., Ltd., Wan Tong Investment Co., Ltd., Dan Hiuan Enterprise Co., Ltd., Zhu Tong Co., Ltd., You Chong Co., Ltd., Tien Ryan Co., Ltd., Dong Wang Investment Holding Co., Ltd., JHB Encounter Inc., Sanhwa Binsourcane Co., Sheng Hua Binkertzeng Co., Ltd., Taiwan Life Insurance Company, Hong Kong Heng Financial Services Co., Ltd., and Tien Ying Sustainability CO., LTD., Chareyung Co., Chang Chong Investment Co., Ltd.
3 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd., Wan Tong Investment Co., Ltd., Dan Hiuan Enterprise Co., Ltd., and Tien Ying Sustainability Co., Ltd.
4 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd., Wan Tong Investment Co., Ltd.
5 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd.
6 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd.
7 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd.
8 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd.
9 Director, China Co., from also served as a director of the 11th Heng Shan Co., Ltd.
10
Corporate Governance Report
II. Major shareholders of the institutional shareholders.
| Name of institutional shareholders | Major shareholders of the institutional shareholders |
|---|---|
| Kaohsiung City Government | Belong to government agencies. |
| Jinn Her Enterprise Co., Ltd. | Yong-Yu Tsai (20.93%), His-Hui Chen (17.99%), Hsiung-Tien Tsai (14.98%), Jung-Tai Tsai (12.66%), Sung-Han Tsai (9.3%), Deteng Investment Co., Ltd. (6.63%), Zhenjiang Investment Co., Ltd. (6.63%), Xietai Asset Management Co., Ltd. (6.63%), Xiu-Xiang Chang Tsai (1.74%), Yong-Quan Tsai (2.27%), Chia-Ling Tasi (0.24%). |
| Shin Wang Investment Co., Ltd. | Jing Yuan (42.5%), Dah Hong Investment Co., Ltd. (17.5%), Sunway Investment Co., Ltd. (17.5%), Yi-Wei Lin (22.5%) |
Note: Major shareholders of the major shareholders that are juridical persons, please refer to next table "III. Major shareholders of the major shareholders that are juridical persons."
III. Major shareholders of the major shareholders that are juridical persons.
| Name of institutional shareholders | Major shareholders of the institutional shareholders |
|---|---|
| Deteng Investment Co., Ltd., | Yong-Yu Tsai (90%), His-Hui Chen (10%) |
| Zhenjiang Investment Co., Ltd., | Hsiung-Tien Tsai (90%), His-Hui Chen (10%) |
| Xietai Asset Management Co., Ltd., | Jung-Tai Tsai (90%), His-Hui Chen (10%) |
| Sunway Investment Co., Ltd. | Yi-Hua Hung (86%) - Jing Yuan (10%) - Yi-Wei Lin (4%) |
| Dah Hong Investment Co., Ltd. | Min-Fu Hung (0.47%) - Yi-Hua Hung (99.41%) - Jing Yuan (0.12%) |
IV. Disclosure of the professional designation and independent status of the Directors and Supervisors.
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Tsui-Mei Hsu | 1. EMBA, National Sun Yat-sen University. Previously served as President, Bank of Kaohsiung; Chairperson, Bank of Kaohsiung Life Insurance Agency Co., Ltd.; Vice President and Acting President, Vice President, and Vice President and General Manager of Credit Management Department, Bank of Kaohsiung; Consultant and Chief Secretary of the Secretariat of the Board; Chief Secretary; Chief Secretary and General Manager of Research & Development Department, General Manager of Research & Development Department, General Manager and Deputy General Manager of Business Management Department, and Assistant Manager of Planning Department and General Manager of Research & Development Department, Bank of Kaohsiung. Currently serving as Chairperson of Bank of Kaohsiung and Director of Taiwan Bills Finance Corporation, she possesses the requisite professional expertise and work experience required for banking operations. 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | |
| (2) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (3) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (2). | |||
| (4) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (5) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (6) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (7) Not a director (or trustee), supervisor, or manager of institution that has financial or business dealings with the Bank. | 0 |
2025
Corporate Governance Report
ANNUAL REPORT
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Tu-Tsun Wang | 1. Ph.D. in Law, Graduate Institute of Law, National Chengchi University. Previously served as full-time Professor, Department of Law, Ming Chuan University; Professor and Dean, School of Law, Ming Chuan University; Secretary-General, Central Bureau of Standards, Metrology and Inspection, Ministry of Economic Affairs; Commissioner, Fair Trade Commission; Independent Director, First Commercial Bank; possesses the work experiences required for legal affairs and banking operations. | ||
| 2. Currently serving as the Group Chief Administration Officer and Chief Corporate Governance Officer of ASEH, Member of the Risk Management Committee, Chief Risk Officer and Chief Information Security Officer, Director and Chief Executive Officer of ASE Group; Director of Sino Horizon Holdings Limited, Hung Ching Development & Construction Co. Ltd, Goodcare Holdings Inc., and J&B Investment Co., Ltd.; Director and President of ASE Social Enterprises Co., Ltd. and Hung Ching New Development & Construction Co. Ltd.; Director and Chief Executive Officer of ASE Environmental Protection and Sustainability Foundation; Chief Executive Officer of Chang Yao Hong-Ying Social Welfare and Charity Foundation. These roles collectively demonstrate expertise in the Company's business operations. | |||
| 3. Not under any of the circumstances specified in Article 30 of the Company Act. | (8) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | ||
| (9) Has no spousal or second-degree or closer familial relationship with any other director. | 0 | ||
| Yung-Yu Tsai | 1. Executive Master of Business Administration, National Sun Yat-sen University. Previously served as Director of Hwa Fong Rubber Ind. Co., Ltd. and as Supervisor of Bank of Kaohsiung. Currently serves as Chairperson of Jinn Her Enterprise Co., Ltd., Tamron Construction Co., Ltd., Tamron Leisure Co., Ltd., Long Teng Leisure Co., Ltd., Kaohsiung Jinher Social Welfare Charity Foundation, and Te Teng Investment Co., Ltd.; Director of Ta Chen Stainless Pipe Co., Ltd., Brighton-Best International (Taiwan) Inc., and Forever Green Energy Technology Co., Ltd.; and Supervisor of Jinquan Construction Co., Ltd. Also serves as Chairperson of the 20th Term, Taiwan Industrial Fasteners Institute. These roles demonstrate extensive expertise in commerce and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not a director or supervisor of the Bank. | |||
| (3) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (4) Not a managerial officer of the Bank or a spouse, second-degree or closer relative, or third-degree direct blood relative of any individual specified in (2) or (3). | |||
| (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (6) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (7) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (8) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of such an individual. | |||
| (10) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| (11) Has not been elected as a director or supervisor by the government, a legal entity, or its representative, in accordance with Article 27 of the Company Act. | 0 |
Corporate Governance Report
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| (6) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (7) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (8) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| Chin-San Huang | 1. Honorary Doctor of Engineering, National Kaohsiung University of Applied Technology; the former President of Taiwan Nonwoven Fabrics Industry Association and Kaohsiung City Industrial Association; President of Asia Nonwoven Fabrics Association (ANFA); currently Chairperson of Nan Liu Enterprise Co., Ltd., Nan Liu Charity Foundation, Hatta Yoichi Cultural and Arts Foundation, and Bi Hsiu Investment Co., Ltd.; Director of Nei Chuang Investment Co., Ltd.; Honorary President of Taiwan Nonwoven Fabrics Industry Association and Kaohsiung City Industrial Association; Professor Emeritus of Cheng Shiu University; Honorary Chairperson of Asia Nonwoven Fabrics Association (ANFA); President of Huang's Genealogical Association of Taiwan; Professor Emeritus of Ling Tung University; he is recognized as having the necessary work experience for commercial and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (3) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (2). | |||
| (4) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (5) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (6) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (7) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (8) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (9) Has no spousal or second-degree or closer familial relationship with any other director. | 0 | ||
| Jain-Rong Su | 1. Ph.D. in Economics, The Pennsylvania State University, USA; the former Chairperson of Taiwan Financial Services Coalition; Chairperson of Taiwan Academy of Banking and Finance; Minister of Finance; Political Deputy Minister of Finance; Commissioner, Department of Finance, Taipei City Government; Dean of the College of Public Affairs, National Taipei University; Professor of Public Finance, National Taipei University; he is recognized as having the necessary work experience for financial and banking operations. | ||
| 2. He is currently a professor and the dean of the College of International Finance, National Chengchi University, and a jointly appointed professor of National Chengchi University and National Taipei University, demonstrating his financial expertise. | |||
| Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not a director or supervisor of the Bank. | |||
| (3) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (4) Not a managerial officer of the Bank or a spouse, second-degree or closer relative, or third-degree direct blood relative of any individual specified in (2) or (3). | 0 |
2025
Corporate Governance Report
ANNUAL REPORT
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Chun-Tsung Lee | 1. Department of Accounting, Chung Yuan Christian University; the former independent director of Feei Chering Enterprise Co., Ltd.; Financial Advisor to the Combined Logistics Command; CPA of Chi Sheng Accounting Firm; Chairperson of Kaohsiung City Certified Public Accountants Association; Director of the Accounting Research and Development Foundation; Supervisor of Kaohsiung Rapid Transit Corporation; he is recognized as having the necessary work experience for financial, accounting and banking operations. | ||
| 2. Currently a CPA of Guang Cheng Accounting Firm; Vice Director of National Federation of Certified Public Accountants Associations of the R.O.C. (Taiwan); Financial Advisor to the Navy Command. Ministry of National Defense; Supervisor of SUN BA Power corp., demonstrating his financial and accounting expertise. | |||
| 3. Not under any of the circumstances specified in Article 30 of the Company Act. | (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | ||
| (6) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (7) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (8) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (9) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (10) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| (11) Has not been elected as a director or supervisor by the government, a legal entity, or its representative, in accordance with Article 27 of the Company Act. | 0 |
Corporate Governance Report
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| partnership, company, or institution, nor the spouse of such an individual. | |||
| (10) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| (11) Has not been elected as a director or supervisor by the government, a legal entity, or its representative, in accordance with Article 27 of the Company Act. | |||
| Chin-Hsiung Chen | 1. Graduate Institute of Accounting, National Chengchi University. Previously served in the Credit Department of the Bank of Communications, as Lecturer at Fu Jen Catholic University, Head of General Audit at Tachan Securities Co., Ltd., Secretary-General of the Taxation Administration under the Ministry of Finance, Director-General of the Local Tax Bureau of the Taichung City Government, and Director-General of the Department of Planning under the Ministry of Finance. This extensive experience demonstrates strong expertise in finance, accounting, and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not a director or supervisor of the Bank. | |||
| (3) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (4) Not a managerial officer of the Bank or a spouse, second-degree or closer relative, or third-degree direct blood relative of any individual specified in (2) or (3). | |||
| (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (6) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (7) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (8) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (9) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (10) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| (11) Has not been elected as a director or supervisor by the government, a legal entity, or its representative, in accordance with Article 27 of the Company Act. | 0 | ||
| Hong-Cheng Liu | 1. Doctor of Public Administration (DPA) from La Verne University. Previously served as Professor and Chair of the Department of Public Policy and Management at I-Shou University; and Director of Bank of Kaohsiung, Currently serves as Director of Yeou Yih Steel Co. Ltd. and as full-time Professor in the Department of Public Policy and Management at Shih Hsin University. This extensive experience demonstrates strong expertise in commerce and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (3) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (2). | |||
| (4) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or | 0 |
2025
Corporate Governance Report
ANNUAL REPORT
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (5) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (6) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (7) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (8) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (9) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| Chun-Chieh Huang | 1. San-Hsin Senior High School; the former Executive Director of Taiwan Federation of Financial Unions and Kaohsiung City Confederation of Trade Unions; President of Bank of Kaohsiung Corporate Union; Director of Bank of Kaohsiung; currently the Executive Director of Bank of Kaohsiung Corporate Union; member representative of Taiwan Federation of Financial Unions and Kaohsiung City Confederation of Trade Unions; Senior Clerk of the Loan Management Division, Bank of Kaohsiung; he is recognized as having the necessary work experience for banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | ||
| (2) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (1). | |||
| (3) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (4) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (5) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, general manager, or equivalent position is the same person or the spouse of the Bank's chairperson or general manager. | |||
| (6) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (7) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (8) Has no spousal or second-degree or closer familial relationship with any other director. | 0 |
Corporate Governance Report
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Chien-Fu Chen | 1. MBA, Guanghua School of Management, Peking University, China. Previously served as Researcher at Harvard Business School; Director of JKO Asset Management Co., Ltd., E&E Recycling, Inc., Shaing Jing International Co., Ltd., and Bank of Kaohsiung. Currently serves as Chairperson of Chuan Pu Investment Holdings Co., Ltd. and Tang Qing Co., Ltd.; Director of Nan Heh Industrial Co., Ltd., Taiwan Styrene Monomer Co., Ltd., and Adimmune Corporation (for details, see Note 3 under Director Information), demonstrating the required work experience in commerce and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (3) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (2). | |||
| (4) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (5) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (6) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (7) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (8) Has no spousal or second-degree or closer familial relationship with any other director. | 0 | ||
| Li-Chih Lin | 1. EMBA, College of Management, National Kaohsiung University of Science and Technology; the former Consultant of Jinn Her Enterprise Co., Ltd.; currently Special Assistant to the Chairperson, Jinn Her Enterprise Co., Ltd.; Director, iPASS Corporation.; she is recognized as having the necessary work experience for commercial and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (3) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (2). | |||
| (4) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (5) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (6) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, general manager, or equivalent position is the same person or the spouse of the Bank's chairperson or general manager. | |||
| (7) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (8) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), | 0 |
2025
Corporate Governance Report
ANNUAL REPORT
| Criteria Name | Professional designation and experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (9) Has no spousal or second-degree or closer familial relationship with any other director. | |||
| Sheng-Chen Lee | 1. Graduate Institute of National Sun Yat-sen University. Previously served as a Judge and a Divisional Chief Judge at Taiwan Taitung District Court; a Judge at Taiwan Kaohsiung District Court; a Supervisor of Taiwan Wax Co. Ltd. and Senao International Co., Ltd.; a Director of Bank of Kaohsiung and Taiwan Styrene Monomer Co., Ltd.; and an Independent Director of Tatung Co. and S-Tech Corporation. Currently serves as a Partner at Yuan, Chen & Partners Attorneys-at-Law and as an Independent Director of Taiwan Tea Corporation and D-Link Corporation, demonstrating the required work experience in commerce and banking operations. | ||
| 2. Not under any of the circumstances specified in Article 30 of the Company Act. | (1) Not an employee of the Bank. | ||
| (2) Not an individual shareholder holding 1% or more of the Bank's total outstanding shares or ranked among the top ten shareholders, whether directly or through a spouse, minor children, or nominee arrangements. | |||
| (3) Not a managerial officer of the Bank, nor a spouse, second-degree relative, or third-degree direct lineal blood relative of any individual listed in Item (2). | |||
| (4) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Bank's total outstanding shares, ranks among the top five shareholders, or appoints directors under Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (5) Not a director, supervisor, or employee of another company where the same individual controls more than half of both the Bank's and that company's board seats or voting shares. | |||
| (6) Not a director (or trustee), supervisor, or employee of another company or institution where the chairperson, President, or equivalent position is the same person or the spouse of the Bank's chairperson or President. | |||
| (7) Not a director (or trustee), supervisor, managerial officer, or shareholder holding more than 5% of a company or institution that has financial or business dealings with the Bank. | |||
| (8) Not a provider of audit services to the Bank, nor a provider of business, legal, financial, or accounting services who has received cumulative fees exceeding NT$500,000 in the past two years, nor an owner, partner, director (including trustee), supervisor, or managerial officer of such a sole proprietorship, partnership, company, or institution, nor the spouse of such an individual. | |||
| (9) Has no spousal or second-degree or closer familial relationship with any other director. | 2 |
Corporate Governance Report
V. Diversity and Independence of the Board
(i) Diversity of the Board
To implement corporate governance and protect the rights and interests of shareholders, the Bank's Articles of Incorporation clearly stipulates that the election of directors shall be based on the candidate nomination system. Shareholders elect directors from the list of candidates for directors. The Bank's Corporate Governance Best Practice Principles also stipulate that the diversity of the Board of Directors shall be taken into consideration. In general, directors shall have the knowledge, skills and literacy required to perform their duties. It is advisable that directors who are also managers of the Company shall not exceed one-third of the Board of Directors, and include but are not limited to the following two criteria: (1) Basic conditions and values: gender, age, nationality and culture, the female directors percentage to account for at least 1/3 of the board seats or at least one seat; (2) Professional knowledge and skills: professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills and industry experience and so on as a reference for the election of directors.
The Bank's 15th board of directors consists of 12 directors, including 4 independent directors. Members of the Board of Directors have diverse backgrounds, including in finance, industry, and academia, and generally have extensive experience and expertise in business management, leadership decision-making, industry knowledge, finance, accounting, taxation, law, labor union, and international market outlook; on age distribution: 1 person over aged 70, 3 person aged 66-70, 3 persons aged 61-65, 2 persons aged 56-60, 2 persons aged 46-50, and 1 person aged 26-30. This age distribution is to ensure the stability of the Bank's business development; the Bank values gender equality in the composition of the Board of Directors, and there are 2 female directors, accounting for 16.7% of all directors. For professional work experience or background, please refer to "Bank of Kaohsiung's Board of Directors Diversity Policy Implementation".
Diversification management goals and achievement status:
| Management Objectives | Achievement |
|---|---|
| The basic conditions of the board of directors are diversified | The Board of Directors of the Bank is scattered across different age groups, which can be used to accommodate different opinions and views. |
| Diversification of professional knowledge and skills of directors | The Bank's board of directors is composed of directors and independent directors with diverse professional backgrounds and rich qualifications. Professional qualifications span multiple industries and academic backgrounds such as law, accounting, industry, finance, and investment, and can provide constructive suggestions for important decisions. |
| Gender Diversity of Board Members | We also emphasize gender equality in the composition of the Board of Directors. We revised our "Corporate Governance Best-Practice Principles" on March 24, 2023, specifying that the proportion of female directors should be at least one-third or at least one seat on the board, in order to increase the representation of directors of different genders. In response to the Financial Supervisory Commission's policy of promoting gender equality and to increase the participation of women in decision-making positions, we elected the directors of the 15th Board of Directors (including independent directors) at the 2023 shareholders' meeting. The number of female directors increased from 0 in the previous term to 3, representing 25% of the board. However, due to resignations for personal reasons or career planning, as well as the re-designation of representatives by corporate shareholders, there are currently two female directors remaining. As the term of the current board members has not yet expired, achieving the target of one-third gender diversity among directors is so far difficult. However, the requirement for at least one female director is satisfied. To strengthen corporate governance and implement shareholder activism, the election of the directors (including independent directors) uses a candidate nomination system. According to Article 192-1 of the Company Act, shareholders with at least 1% of our total shares may bring up the list of director candidate to us in written. In consideration that improvements in the ratio of female directors is difficult to achieve without the support of a majority of shareholders, we plan, starting from the next director election, to request the shareholders holding more than 1% of shares to consider the policy of the Financial Supervisory Commission for promoting a one-third representation of either gender on the board when nominating candidates for directors (including independent directors), with the aim to increase the proportion of female directors (and candidates) and achieve gender diversity on the board. |
2025
ANNUAL REPORT
Corporate Governance Report
| Management Objectives | Achievement |
|---|---|
| Strengthen the functions of the board of directors | 1. The Bank's board of directors has formulated relevant policies and procedures in accordance with relevant laws and regulations and domestic corporate governance indicators. The board of directors is composed of directors with relevant expertise and capabilities. Appropriate work assignments are made based on their experience to effectively operate the functions of the board of directors and functional committees. |
| 2. The Bank establishes a functional committee for sustainable development under the Board of Directors and currently has 4 independent directors, representing more than one third of the total board seats, in compliance with relevant regulations. | |
| 3. To improve the supervision of risk management by the Audit Committee, and to establish risk management policies and procedures approved by the Board of Directors. |
(ii) The independent status of the Board
None of the 15th term of independent directors have served more than three consecutive terms. The Bank currently has a board of 12 directors, including 4 independent directors, representing more than one-third of the total board seats. None of the directors hold managerial positions, and the Chairperson and President are not the same person, or spouses with each other, or relative within the first degree of kinship. No directors have a relationship with each other as a spouse or a relative within the second degree of kinship, ensuring the independence of the Board of Directors.
VI. The objectives for fortifying the function of the Board since the current year and the recent years and the evaluation of the accomplishments are specified below:
The members of the Board of BOK are experts in different professional disciplines with a wealth of experience and solid background. BOK set Article 33 of its "Corporate Governance Best-Practice Principles" to bolster corporate governance, reinforce the organizational structure of the Board and vitalize its development. The amendment covered the "Policy on the Diversity of the Composition of Board Members". The content and the pursuit are specified below:
The members of the Board are generally in possession of the knowledge and skills required for their professed duties with the proper accomplishments. For achieving the goal of corporate governance for BOK, the Board shall possess the following :
(i) The ability to make judgments on the operation.
(ii) The ability to conduct analysis accounting and financial affairs.
(iii) The ability of corporate management.
(iv) The ability of risk management.
(v) The ability of crisis management.
(vi) A wealth of knowledge of the industry.
(vii) A broad view of the international market.
(viii) Leadership.
(ix) The capacity to make decisions.
16
Corporate Governance Report
17
The pursuit of the policy of diversity of the Board at BOK
| Diversity of core business
Name | Expertise and experience/field of specialization | Background |
| --- | --- | --- |
| Financial holding | Banking | Accounting | Securities | Insurance | Information | Iron and Steel | Financial | Tax | Financial Administration | Commerce | Law | Finance | Accounting | Finance and banking | Agriculture | Mechanical engineering | Civil Engineering | Space Design |
| Tsui-Mei Hsu | | ✓ | ✓ | ✓ | ✓ | | | | | | | | ✓ | ✓ | ✓ | | | |
| Tu-Tsun Wang | | ✓ | | | | | | | | | ✓ | ✓ | | | | | | |
| Yung-Yu Tsai | | ✓ | ✓ | | | | ✓ | | | | | | ✓ | | ✓ | | ✓ | |
| Chin-San Huang | | | ✓ | | | | | | | | | | | ✓ | | | | ✓ |
| Jain-Rong Su | | ✓ | | | | | | ✓ | ✓ | ✓ | | | | | ✓ | | | |
| Chun-Tsung Lee | | | ✓ | | | | | | | | | | ✓ | ✓ | | | | |
| Chin-Hsiung Chen | | ✓ | ✓ | ✓ | | | | | | | ✓ | | ✓ | ✓ | ✓ | | | |
| Hong-Cheng Liu | | ✓ | | | | | ✓ | | | | ✓ | | ✓ | | ✓ | | | |
| Chun-Chieh Huang | | ✓ | | | | | | | | | | | | | | | | |
| Chien-Fu Chen | | ✓ | ✓ | ✓ | | ✓ | | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Li-Chih Lin | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | |
| Sheng-Chen Lee | | ✓ | | | | | | | | | | ✓ | ✓ | | | | | |
2025
Corporate Governance Report
ANNUAL REPORT
2.1.2 Management Team
Mar.5,2026
| Title | Nationality | Name | Gender | Date Effective | Shareholding (Note2) | Shareholding by Spouse & Minor Children | Shareholding Under Others Title | Experience / Education | Services Concurrence with the Other Company | The Spouse or Relative within 2 Tiers of President | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | Remark | |||||||
| Preferred Shares | ||||||||||||||||
| President | R.O.C. | Jung-Tai Chang | Male | Feb.25,2026 | 589,525 | 0.03 | 0 | 0 | 0 | 0 | Manager, Director, Vice President and Acting President, Bank of Kaohsiung. PhD. College of Financial and Banking, National Kaohsiung First University of Science and Technology | Director, iPASS Corporation | None | None | None | None |
| 9,514 | 0 | 0 | ||||||||||||||
| Vice President | R.O.C. | Tung-Chiang Sung | Male | Aug.19,2025 | 211,375 | 0.01 | 0 | 0 | 0 | 0 | Manager, Director, and Vice President, Bank of Kaohsiung. Master of Human Resource, Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 9,441 | 0 | 0 | ||||||||||||||
| Vice President and Chief Secretary, Board of Directors Secretariat | R.O.C. | Tai-Lu Tu | Male | Oct.01,2025 | 93,862 | 0 | 10 | 0 | 0 | 0 | Assistant Manager, Manager, Director, Chief Secretary, and Vice President, Bank of Kaohsiung. Master of Money and Banking, National Kaohsiung First University of Science and Technology | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Chief Auditor | R.O.C | Ming-Hung Wu | Male | Sep.01,2024 | 291,200 | 0.02 | 0 | 0 | 0 | 0 | Manager, Director, and Chief Auditor, Bank of Kaohsiung. MBA, National Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Chief Compliance Officer and Director of Compliance Dept. | R.O.C. | Te-Chin Chou | Female | Jan.27,2015 | 113,705 | 0.01 | 0 | 0 | 0 | 0 | Deputy Director and Director, Bank of Kaohsiung Bachelor of Law, National Chung Hsing University | None | None | None | None | None |
| 514 | 0 | 0 | ||||||||||||||
| Director of Business Management Dept. | R.O.C. | Shin-Hwa Wu | Female | Sep.01,2025 | 99,581 | 0.01 | 0 | 0 | 0 | 0 | Assistant Manager, Deputy Director and Director, Bank of Kaohsiung. Master of Finance, National Sun Yat-sen University | None | None | None | None | None |
| 5,728 | 0 | 0 | ||||||||||||||
| Director of Financial & Accounting Dept. | R.O.C. | Yu-Huey Tsao | Female | Apr.12,2024 | 206,263 | 0.01 | 0 | 0 | 0 | 0 | Assistant Manager, Manager, and Director, Bank of Kaohsiung. Master of Finance, National Sun Yat-sen University | None | None | None | None | None |
| 17,365 | 0 | 0 | ||||||||||||||
| Director of Credit Management Dept. | R.O.C. | Pei-Fang Wang | Female | Aug.19,2025 | 264,443 | 0.01 | 0 | 0 | 0 | 0 | Assistant Manager, Manager and Director, Bank of Kaohsiung. Executive Master of Business Administration, National Sun Yat-sen University | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Director of Digital Banking Dept., and Manager of Municipal Treasury Dept. | R.O.C. | Ying-Ling Lin | Female | Aug.19,2025 | 6,228 | 0 | 0 | 0 | 0 | 0 | Deputy Director, Manager and Director, Bank of Kaohsiung. Ph.D. in Computer Science and Information Engineering, I-Shou University | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Director of Human Resources Dept., and Executive Administration Dept. | R.O.C. | Chiung-Yu Wen | Female | Oct.01,2025 | 3 | 0 | 0 | 0 | 0 | 0 | Assistant Manager, Manager and Director, Bank of Kaohsiung. Department of Financial Management, National Chung-Ang University | None | None | None | None | None |
| 3,514 | 0 | 0 |
Corporate Governance Report
19
| Title | Nationality | Name | Gender | Date Effective | Shareholding (Note2) | Shareholding by Spouse & Minor Children | Shareholding Under Others'Title | Experience / Education : | Services Concurrency with the Other Company | The Spouse or Relative within 2 Tiers of General Managers. | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | Remark | |||||||
| Preferred Shares | ||||||||||||||||
| Director of Financial Markets Dept. | R.O.C. | Yi-Ren Huang | Male | Aug.19,2025 | 1,574 | 0 | 0 | 0 | 0 | 0 | Manager and Director, Bank of Kaohsiung, Master of Business Administration Oklahoma City University, USA | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Director of Risk Management Dept. | R.O.C. | Chiu-Mei Pan | Female | Feb.07,2020 | 531,148 | 0.03 | 75,074 | 0.01 | 0 | 0 | Deputy Director and Director, Bank of Kaohsiung Master of Financial and Information, National Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 23,514 | 118,000 | 0 | ||||||||||||||
| Director of Information Technology Dept. | R.O.C. | Yu-Chin Feng | Male | Mar.01,2024 | 167,810 | 0.01 | 0 | 0 | 0 | 0 | Assistant Manager, Deputy Director, Manager, and Director, Bank of Kaohsiung. Master of Business Administration-NCKU. | None | None | None | None | None |
| 9,506 | 0 | 0 | ||||||||||||||
| Director of International Banking Dept and Manager of OBU Branch | R.O.C. | Yao-Hua Hsu | Female | Jan.01,2025 | 134,954 | 0.01 | 0 | 0 | 0 | 0 | Deputy Director, Manager and Director, Bank of Kaohsiung. Master of Money and Banking, National Kaohsiung First University of Science and Technology. | None | None | None | None | None |
| 4,994 | 0 | 0 | ||||||||||||||
| Director of Trust Dept. | R.O.C. | Mei-Chuan Huang | Female | Jan.01,2025 | 39,213 | 0 | 0 | 0 | 0 | 0 | Deputy Director, Manager and Director, Bank of Kaohsiung. Bachelor of Law, National Chengchi University | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Director of Wealth Management Dept. and Insurance Agency Dept. | R.O.C. | Shu-Ling Lo | Female | Oct.01,2025 | 10,000 | 0 | 0 | 0 | 0 | 0 | Assistant Manager, Deputy Director, Manager and Director, Bank of Kaohsiung. Graduate Institute of Business Administration, National Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Business Dept. | R.O.C. | Shu-Fen Weng | Female | Aug.19,2025 | 54,255 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager Bank of Kaohsiung. Zhengxiu University of Science and Technology, Second Diploma in Business Administration | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Gangshan Benjhou Branch | R.O.C | Shu-Ling Shen | Female | Aug.19,2025 | 115 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager Bank of Kaohsiung. Department of Business Administration, National Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 3,514 | 3,514 | 0 | ||||||||||||||
| Manager of Feng Shan Branch | R.O.C. | Ming-Ta Yang | Male | Sep.01,2024 | 1,357 | 0 | 0 | 0 | 0 | 0 | Assistant Manager, Deputy Director and Manager, Bank of Kaohsiung. Bachelor of Finance, National Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Chien Chin Branch | R.O.C. | Yi-Hsiang Tseng | Male | Mar.01,2025 | 71,515 | 0 | 91,415 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Master of Financial and Banking, National Kaohsiung First University of Science and Technology. | None | None | None | None | None |
| 13,514 | 5,514 | 0 |
2025
Corporate Governance Report
ANNUAL REPORT
| Title | Nationality | Name | Gender | Date Effective | Shareholding (Note2) | Shareholding by Spouse & Minor Children | Shareholding Under Others' Title | Experience / Education | Services Concurrency with the Other Company | The Spouse or Relative within 2 Tiers of General Managers. | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | Remark | |||||||
| Preferred Shares | ||||||||||||||||
| Manager of San Min Branch | R.O.C | Li-Hwa Chen | Female | Sep.01,2020 | 22,843 | 0 | 119 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Section of International Trade, Open Junior College | None | None | None | None | None |
| 9,000 | 9,000 | 0 | ||||||||||||||
| Manager of Tso Ying Branch | R.O.C. | Chi-Feng Liou | Male | Mar.01,2025 | 1,054 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Section of Accounting, Open Junior College. | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Hsiao Kang Branch | R.O.C. | Wei-Min Wu | Male | Sep.01,2024 | 217,779 | 0.02 | 0 | 0 | 0 | 0 | Manager, Bank of Kaohsiung. Master of Financial and Banking, National Kaohsiung First University of Science and Technology. | None | None | None | None | None |
| 66,513 | 0 | 0 | ||||||||||||||
| Manager of Tao Yuan Branch | R.O.C. | Hsin-Fa Wang | Male | Jan.15,2021 | 48,664 | 0 | 0 | 0 | 0 | 0 | Manager, Bank of Kaohsiung. Master of Management Science, National Chiao Tung University | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Lin Kou Branch | R.O.C. | Chih-Hung Chen | Male | Jul.01,2023 | 48,987 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of International Trade, Culture University. | None | None | None | None | None |
| 300 | 0 | 0 | ||||||||||||||
| Manager of Yu Chang Branch | R.O.C. | Shun-Tang Huang | Male | Apr.01,2024 | 90,545 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. National Chung Cheng University Institute of International Economics. | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Wan Nei Branch | R.O.C. | Ming-Hsun Li | Male | Feb.11,2026 | 47,740 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Cheng Shiu Technical College, Department of Mechanical Engineering | None | None | None | None | None |
| 1,000 | 0 | 0 | ||||||||||||||
| Manager of Pin Tung Branch | R.O.C. | Lin-Chyi Tzeng | Male | Dec.01,2024 | 15,450 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Business Administration, Kaohsiung University. | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Kwei Lin Branch | R.O.C. | Chi-Fu Hsieh | Male | Mar.01,2024 | 48,664 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Electronics, Lunghwa University of Technology. | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Xinzhuan Branch | R.O.C | Kuo-Yu Wen | Male | Apr.07,2025 | 11,444 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. I-Shou University, Department of Finance and Banking | None | None | None | None | None |
| 3,514 | 0 | 0 |
Corporate Governance Report
21
| Title | Nationality | Name | Gender | Date Effective | Shareholding (Note2) | Shareholding by Spouse & Minor Children | Shareholding Under Others' Title | Experience / Education | Services Concurrency with the Other Company | The Spouse or Relative within 2 Tiers of General Managers. | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | % | Shares | % | Shares | % | Title | Name | Relationship | Remark | |||||||
| Preferred Shares | ||||||||||||||||
| Manager of Qiaotou Science Park Branch | R.O.C | Chung-Hsi Wang | Male | Sep.30,2024 | 48,913 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Ho Chun Institute of Technology Information Management Department | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Ku Shan Branch | R.O.C. | Mei-Ying Lee | Female | Dec.01,2024 | 10,323 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Shu-Te University Institute of Finance and Insurance. | None | None | None | None | None |
| 3,600 | 0 | 0 | ||||||||||||||
| Manager of Chien Kuo Branch | R.O.C. | Li-Ching Chen | Female | Apr.07,2025 | 35,215 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. First University of Science and Technology Finance Institute | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Chiu Ju Branch | R.O.C. | Wen-Jung Huang | Male | Sep.30,2024 | 104,803 | 0.01 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Master of Financial and Banking, National Kaohsiung First University of Science and Technology. | None | None | None | None | None |
| 5,000 | 0 | 0 | ||||||||||||||
| Manager of Zhong Li Branch (Note5) | R.O.C. | Tung-Cheng Tsai | Male | Jul.05,2023 | 48,664 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Statistics, Tamkang University | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Tsao Ya Branch | R.O.C. | Wei-Cheng Yu | Male | Jul.01,2023 | 81,387 | 0 | 0 | 0 | 0 | 0 | Assistant Manager, Deputy Director, and Manager, Bank of Kaohsiung. Master of Money and Banking, National Kaohsiung First University of Science and Technology. | None | None | None | None | None |
| 4,000 | 0 | 0 | ||||||||||||||
| Manager of Banciao Branch | R.O.C. | Feng-Chieh Chou | Male | Sep.01,2022 | 48,664 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Business Administration, Chung Hsing University. | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Tai Nan Branch | R.O.C. | Ming-Hong Chen | Male | Apr.06,2021 | 88,388 | 0 | 224 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Bachelor of Accounting, National Kaohsiung University of Applied Sciences. | None | None | None | None | None |
| 0 | 1,000 | 0 | ||||||||||||||
| Manager of San To Branch | R.O.C. | Hsin-Chu Kuo | Male | Aug.19,2025 | 116,129 | 0.01 | 0 | 0 | 0 | 0 | Assistant Manager, Deputy Director, Manager and Director, Bank of Kaohsiung. Bachelor of Law, Chinese Culture University | None | None | None | None | None |
| 9,162 | 0 | 0 | ||||||||||||||
| Manager of Da Fa Branch | R.O.C. | Chih-Yuan Yang | Male | Sep.01,2024 | 48,664 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Kaohsiung Institute of Technology, Business Administration. | None | None | None | None | None |
| 30,026 | 0 | 0 |
2025
Corporate Governance Report
ANNUAL REPORT
| Title | Nationality | Name | Gender | Date Effective | Shareholding (Note2) | Shareholding by Spouse & Minor Children | Shareholding Under Others' Title | Experience / Education | Services Concurrency with the Other Company | The Spouse or Relative within 2 Tiers of General Managers. | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | Remark | |||||||
| Preferred Shares | ||||||||||||||||
| Manager of Ta Chih Branch | R.O.C | Yu-Chun Chen | Female | Apr.05,2025 | 0 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Accounting, Providence University | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Tai Chung Branch | R.O.C. | Hui-Fang Chen | Female | Feb.11,2026 | 0 | 0 | 181 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Accounting and Statistics, Takming Junior College of Commerce | None | None | None | None | None |
| 3,518 | 3,810 | 0 | ||||||||||||||
| Manager of Chi Chin Branch | R.O.C. | Yao-Chung Tsai | Male | Apr.01,2025 | 51,928 | 0 | 40,311 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Business Administration, International Commercial Junior College | None | None | None | None | None |
| 7,514 | 0 | 0 | ||||||||||||||
| Manager of Nan Kaohsiung Branch | R.O.C. | Ming-Jung Sun | Male | Sep.01,2024 | 853 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Bachelor of Finance, National Kaohsiung University of Applied Sciences | None | None | None | None | None |
| 7,000 | 0 | 0 | ||||||||||||||
| Manager of Dali Branch | R.O.C. | Jul-Jung Yang | Male | Oct.01,2023 | 48,784 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Yishou University Finance Department | None | None | None | None | None |
| 0 | 0 | 0 | ||||||||||||||
| Manager of Hsin Chu Branch | R.O.C. | Shi-Yen Huang | Male | Apr.01,2019 | 0 | 0 | 0 | 0 | 0 | 0 | Manager, Bank of Kaohsiung MBA, Chung Yuan Christian University | None | None | None | None | None |
| 5,000 | 0 | 0 | ||||||||||||||
| Manager of Shih Fu Branch | R.O.C. | Hung-Yin Li | Male | Dec.01,2024 | 68,335 | 0 | 41,868 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of International Trade, Datong Business College | None | None | None | None | None |
| 3,500 | 3,000 | 0 | ||||||||||||||
| Manager of Chung Ho Branch | R.O.C. | Yung-Chun Lin | Female | Dec.29,2023 | 48,664 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Saint Louis University Finance Department | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Taipei Branch | R.O.C. | Yu-His Hsieh | Female | Sep.01,2025 | 63,780 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung. Department of Industrial Education, National Taiwan Normal University | None | None | None | None | None |
| 3,514 | 0 | 0 | ||||||||||||||
| Manager of Cheng Da Branch | R.O.C | Wei-Kuan Wang | Male | Aug.01,2024 | 0 | 0 | 0 | 0 | 0 | 0 | Manager, Bank of Kaohsiung. Department of Economics and Cooperation, Feng Chia University | None | None | None | None | None |
| 0 | 0 | 0 |
Corporate Governance Report
23
| Title | Nationality | Name | Gender | Date Effective | Shareholding (Note2) | | Shareholding by Spouse & Minor Children | | Shareholding Under Others'Title | | Experience
Education | Services Concurr-
ently with the Other Company | The Spouse or Relative within 2 Tiers of General Managers. | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | Common Shares Preferred Shares | % | Shares | % | Shares | % | | | Title | Name | Relation ship | Remark |
| Manager of Pei Kaohsiung Branch | R.O.C. | Mei-Shyong Yang | Male | Sep.01,2025 | 10,609 | 0 | 13,608 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung, Business Administration, International Commercial Junior College | None | None | None | None | None |
| | | | | | 3,514 | | 3,000 | | 0 | | | | | | | |
| Manager of Po Ai Branch | R.O.C. | Shuan-Reem Lay | Male | Sep.01,2025 | 0 | 0 | 0 | 0 | 0 | 0 | Assistant Manager and Manager, Bank of Kaohsiung, Department of Industrial Education, National Taiwan Normal University | None | None | None | None | None |
| | | | | | 0 | | 0 | | 0 | | | | | | | |
Note : 1. Above "Services Concurrently with the Other Company" data is base on Mar.5,2026
2. Above "Shareholding" data is base on Feb.28,2026.
3. If the President or person at the equivalent position (the top manager) is also the chairperson, or spouse or next of kin to the chairperson, give information on the reason, the rationality, and necessity and response (e.g., the addition of the seats of independent directors and at least more than half of the Directors who are not employees or managers of the Company at the same time).
4. The manager of the Zhong Li branch was placed on unpaid leave on December 1, 2025.
2.1.3 Chairperson and President retiring from a bank or related company to return to the advisory information : None
2025
Corporate Governance Report
ANNUAL REPORT
2.2 Remuneration of Directors, President, Vice President, and Consultant
2.2.1 Remunerations of Directors and Independent Directors
Unit: NT$ Thousand in Jan. 1-Dec. 31, 2025
| Title | Name | Remuneration | Ratio of total remuneration (A+B+C+D) to net income (%) | Relevant remuneration received by directors who are also employed | Ratio of total compensation (A+B+C+D+D+D)/to net income (%) | Compensation and a dilution not as equal/implied that due to company's liability | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay (B) | Bonus to Directors (C) | Business expenses (D) | Sales, Bonuses and Allowances (E) | Severance Pay (F) | Bonus to Directors (G) | Cash | |||||||||||||||
| BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | |||
| Chairperson | Meei-Ling Jeng (Representative of Kaohsiung City Government) (Resigned on Jan 30,2025) | 6,798 | Note3 | 2,353 | Note3 | 20,891 | Note3 | 1,395 | Note3 | 2.46% | Note3 | 1,557 | Note3 | 71 | Note3 | 82 | 0 | Note3 | Note3 | 2.59% | Note3 | 0 |
| Acting Chairperson | Yung-Sheng Chen (Representative of Kaohsiung City Government) (Resigned on Mar 3,2025) | |||||||||||||||||||||
| Managing Director | Yung-Yu Tsai (Representative of Jinn Her Enterprise Co., Ltd.) | |||||||||||||||||||||
| Director | Hong-Cheng Liu | |||||||||||||||||||||
| Chien-Fu Chen (Representing Chuan-Pu Investment Holding Co., Ltd.) | ||||||||||||||||||||||
| Li-Chih Lin (Representative of Jinn Her Enterprise Co., Ltd.) | ||||||||||||||||||||||
| Sheng-Chen Lee (Representative of Jinn Her Enterprise Co., Ltd.) | ||||||||||||||||||||||
| Chun-Chieh Huang (Representative of Kaohsiung City Government) | ||||||||||||||||||||||
| Institutional Director | Kaohsiung City Government | |||||||||||||||||||||
| Jinn Her Enterprise Co., Ltd. | ||||||||||||||||||||||
| Chuen-Pu Investment Holding Co., Ltd. | ||||||||||||||||||||||
| Independent Managing Director | Tu-Tsun Wang | 4,256 | Note3 | 0 | Note3 | 0 | Note3 | 1,177 | Note3 | 0.43% | Note3 | 0 | Note3 | 0 | Note3 | 0 | Note3 | 0 | Note3 | 0.43% | Note3 | 0 |
| Chun-Tsung Lee | ||||||||||||||||||||||
| Chin-Hsiung Chen | Jain-Rong Su |
Note 1. The policy, system, standard and structure of the remuneration to Independent Directors, and the association between the duties performed, the risk, and the time consumed and the remuneration: For upgrading the mechanisms of corporate governance, the Bank considers operation needs, the professional standing and independence of the Independent Directors and the limitation of the part-time nature of their engagement and specific authority and responsibility as compared with other Directors to set forth the standard of their remuneration pursuant to the requirements in Article 14-2 of the Securities and Exchange Act and the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
2. The Bank provided a total of NT$2,085 thousand to the Chairperson to cover company car rental, fuel expenses, and driver remuneration.
3. The amount as presented in the "All companies included in the financial statements" and the amount presented in the fields of "the Bank" are identical.
Corporate Governance Report
25
Range of Remunerations
Unit: NT$ Thousand
| Range of Remunerations | Name of Directors | |||
|---|---|---|---|---|
| Total of A+B+C+D | Total of A+B+C+D+E+F+G | |||
| BOK | Companies in the financial statements (I) | BOK | All investees (J) | |
| under 1 million | Yung-Sheng Chen, Yung-Yu Tsai, Chien-Fu Chen, Sheng-Chen Lee, Li-Chih Lin, Chun-Chieh Huang, Jain-Rong Su | Yung-Sheng Chen, Yung-Yu Tsai, Chien-Fu Chen, Sheng-Chen Lee, Li-Chih Lin, Chun-Chieh Huang, Jain-Rong Su | Yung-Sheng Chen, Yung-Yu Tsai, Chien-Fu Chen, Sheng-Chen Lee, Li-Chih Lin, Jain-Rong Su | Yung-Sheng Chen, Yung-Yu Tsai, Chien-Fu Chen, Sheng-Chen Lee, Li-Chih Lin, Jain-Rong Su |
| 1 million(included)~2 million(uncluded) | Tu-Tsun Wang, Chun-Tsung Lee, Chin-Hsiung Chen, Chuan-Pu Investment Holding Co., Ltd. | Tu-Tsun Wang, Chun-Tsung Lee, Chin-Hsiung Chen, Chuan-Pu Investment Holding Co., Ltd. | Chun-Chieh Huang, Tu-Tsun Wang, Chun-Tsung Lee, Chin-Hsiung Chen, Chuan-Pu Investment Holding Co., Ltd. | Chun-Chieh Huang, Tu-Tsun Wang, Chun-Tsung Lee, Chin-Hsiung Chen, Chuan-Pu Investment Holding Co., Ltd. |
| 2 million(included)~3.5 million(uncluded) | Hong-Cheng Liu | Hong-Cheng Liu | Hong-Cheng Liu | Hong-Cheng Liu |
| 3.5 million(included)~5 million(uncluded) | — | — | — | — |
| 5 million(included)~10 million(uncluded) | Meei-Ling Jeng, Jinn Her Enterprise Co., Ltd. | Meei-Ling Jeng, Jinn Her Enterprise Co., Ltd. | Meei-Ling Jeng, Jinn Her Enterprise Co., Ltd. | Meei-Ling Jeng, Jinn Her Enterprise Co., Ltd. |
| 10 million(included)~15 million(uncluded) | Kaohsiung City Government. | Kaohsiung City Government. | Kaohsiung City Government. | Kaohsiung City Government. |
| 15 million(included)~30 million(uncluded) | — | — | — | — |
| 30 million(included)~50 million(uncluded) | — | — | — | — |
| 50 million(included)~100 million(uncluded) | — | — | — | — |
| Over 100 million | — | — | — | — |
| Total | 36,870 | 36,870 | 38,580 | 38,580 |
| Item | ||||
| FY | Ratio of Remunerations of Directors to Net Income after Tax (%) | Explanation | ||
| --- | --- | --- | --- | |
| BOK | Companies in the consolidate financial statements | |||
| 2025 | 3.02 | 3.02 | 1. The Bank's policy for payment of compensation: pursuant to the company's management policy and Company Act, and subject to the resolution of the Bank's shareholders' meeting, compensation committee and board of directors. | |
| 2. The Bank's standard and portfolio for payment of compensation: | ||||
| (1) Monthly compensation to the Bank's directors: the maximum limit to be NT$2,400,000 subject to the resolution of the shareholders' meeting. The standard governing monthly compensation per person shall be subject to the decision of the board of directors. Board of directors is authorized to approve according to the usual level of other banks | ||||
| (2) Distribution of earnings: subject to "the Bank's Articles of Incorporation", but independent directors are not eligible for the distribution. | ||||
| (3) Bonus to directors who are also employees shall be subject to the "Rules Governing Distribution of Bonus to the Bank's Staff". | ||||
| 3. The Bank's procedure for fixing compensation: to be enforced upon approval of the shareholders' meeting, compensation committee and board of directors. | ||||
| 4. The Bank's payment of compensation for correlation between business performance and future risk: There is some correlation among the distribution of bonus to directors, bonus distributed to directors who are also employees, and the Bank's business performance. If a director is involved in illegal activities that caused damages to the Bank, aside from the Audit Committee exercise of supervision power and reporting the illegal act to the authorities, the Bank shall take necessary punitive action against the director according to applicable laws. | ||||
| 5. The total remuneration paid to directors for the year accounted for 3.02% of net income after tax, representing a decrease of 0.54 percentage points compared with 2024, mainly due to the increase in the Bank's net income after tax in 2025. | ||||
| 2024 | 3.56 | 3.56 | ||
| Comparison | (0.54) | |||
| (Explanation 5) | (0.54) | |||
| (Explanation 5) |
2025
ANNUAL REPORT
Corporate Governance Report
2.2.2 Compensation of President, Vice President and Consultant
Unit: NT$ Thousand in Jan.1~Dec.31,2025
| Title | Name | Salary (A) | Severance Pay (B) | Bonuses and Allowances (C) | Bonus of Employee (D) | Ratio of total compensation (A+B+C+D) to net income (%) | Remuneration from investee companies, other than subsidiaries or parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | BOK | Companies in the financial statements | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| President | Tsui-Mei Hsu/now/c (Retired on Jul.1,2025) | 10,959 | Note2 | 31,296 | Note2 | 8,349 | Note2 | 1,276 | 0 | Note2 | Note2 | 5.31% | Note2 | 577 |
| President | Jung-Tai Chang/now/c | |||||||||||||
| Vice President | J.C. Shou-Jen Chen (Retirement on Apr.1,2024) | |||||||||||||
| Wen-Lung Ting (Retirement on Jan.1,2025) | ||||||||||||||
| Yi-Chen Yu (Retired on Oct.1,2025) | ||||||||||||||
| Vice President and Chief Secretary, Board of Directors Secretariat | Tung-Chiang Sung | |||||||||||||
| Chief Auditor | Tai-Lu Tu (Retirement on Sep.1,2024) | |||||||||||||
| Chief Compliance Officer | Ming-Hung Wu | |||||||||||||
| Advisor and Chief Secretary | Yuan-Chin Shiang (Retired on Oct.31,2025) |
Note: 1. The Bank provided a total of NT$1,642 thousand to the President to cover company car rental, fuel expenses, and driver remuneration.
2. The amount of "Companies in the financial statements" is identical to the amount in the cell for "BOK".
3. Ms. Tsui-Mei Hsu was appointed as a representative director of the Bank by the corporate shareholder, Kaohsiung City Government, on March 3, 2026 (effective March 4). Subsequently, on March 4, 2026, she was elected as a Managing Director and the Chairperson of the Bank by the Board of Directors and the Managing Board.
4. President Jung-Tai Chang was officially appointed at the 28th session of the 15th Board of Directors on February 5, 2026, and the appointment was approved by the Financial Supervisory Commission on February 25, 2026.
Range of Remunerations
Unit: NT$ Thousand
| Range of Remunerations | Name of President, Vice President and Consultant | |
|---|---|---|
| BOK | All investees (E) | |
| under 1 million | Tai-Lu Tu | Tai-Lu Tu |
| 1 million(included) ~ 2 million(uncluded) | Tung-Chiang Sung | Tung-Chiang Sung |
| 2 million(included) ~ 3.5 million(uncluded) | J.C. Shou-Jen Chen, Te-Chin Chou | J.C. Shou-Jen Chen, Te-Chin Chou |
| 3.5 million(included) ~ 5 million(uncluded) | Jung-Tai Chang, Wen-Lung Ting, I-Fen Chen, Ming-Hung Wu | Jung-Tai Chang, Wen-Lung Ting, I-Fen Chen, Ming-Hung Wu |
| 5 million(included) ~ 10 million(uncluded) | - | - |
| 10 million(included) ~ 15 million(uncluded) | Yi-Chen Yu, Yuan-Chin Shiang | Yi-Chen Yu, Yuan-Chin Shiang |
| 15 million(included) ~ 30 million(uncluded) | Tsui-Mei Hsu | Tsui-Mei Hsu |
| 30 million(included) ~ 50 million(uncluded) | - | - |
| 50 million(included) ~ 100 million(uncluded) | - | - |
| Over 100 million | - | - |
| Total | 68,477 | 68,477 |
| Item | ||
| FY | Ratio of Remunerations of President, Vice President and Consultant to Net Income after Tax (%) | |
| --- | --- | --- |
| BOK | Companies in the consolidated financial statements | |
| 2025 | 5.31 | 5.31 |
| 2. The Bank's standard and portfolio for payment of remuneration: | ||
| (1) Salary: The standard for monthly payment of salary to the President shall be subject to the resolutions of the Bank's Compensation Committee and Board or Directors. The monthly payment of salary to the Vice President, Auditor General, and Head Office's Chief Compliance Officer shall be subject to the Bank's "Directions Governing Employee's Position Ranking & Grading and Salary Payment" and "Table of Payment for Supervisory Differential Pay." | ||
| (2) Bonus: It is conducted in accordance with the "Implementation Guidelines Governing the Business Bonus Approving and Issuing." | ||
| (3) Employees' Compensation: It is conducted in accordance with "Rules Governing the Distribution of Employees' Compensation." | ||
| 3. The procedure for the Bank to decide on remuneration: It will be implemented upon approval of the Bank's Compensation Committee and Board or Directors. | ||
| 4. The correlation between the Bank's payment of remuneration/business performance and future risks: There is a correlation between the bonus and employees' compensation of the President, Vice President, Auditor General, and Head Office's Chief Compliance Officer and the Bank's business performance. In cases where the President, Vice President, Auditor General, and Head Office's Chief Compliance Officer are involved in illegal activities resulting in losses to the Bank, the Board of Directors shall, by resolution, discharge them from their positions and terminate the distribution of remuneration, and take necessary measures in accordance with relevant laws and regulations. | ||
| 5. The total remuneration paid to the President and Vice Presidents for the year accounted for 5.31% of net income after tax, representing an increase of 2.12 percentage points compared with 2024, primarily attributable to higher retirement benefits for senior executives in 2025. | ||
| 2024 | 3.19 | 3.19 |
| Comparison | 2.12 (Explanation 5) | 2.12 (Explanation 5) |
Corporate Governance Report
2.2.3 The remuneration to the top-5 executives by remuneration of the Bank
The Separate Financial Statements of the Bank over the last 3 years did not show any loss after taxation. In addition, the rating of corporate governance of the Company in the previous period did not fall into the last bracket, and the Company has not been declined by the Corporate Governance Committee for rating due to the order for change in the mode of trade, stop trading, or delisting from TWSE or TPEx. As such, information on the top-5 executives by remuneration of the Bank was not disclosed.
2.2.4 Employees' bonuses to Managers
Unit: NT$ Thousand in Dec.31, 2025
| Title | Name | Bonus – in Stock | Bonus – in Cash | Total | Ratio of Total Amount to Net Income (%) |
|---|---|---|---|---|---|
| President | Jung-Tai Chang | ||||
| Vice President | Tung-Chiang Sung | ||||
| Vice President and Chief Secretary, Board of Directors Secretariat | Tai-Lu Tu | ||||
| Chief Auditor | Ming-Hung Wu | ||||
| Chief Compliance Officer | Te-Chin Chou | ||||
| Senior Vice President | Chiung-Yu Wen | ||||
| Yu-Chin Feng | |||||
| Chiu-Mei Pan | |||||
| Shu-Ling Lo | |||||
| Pei-Fang Wang | |||||
| Ying-Ling Lin | |||||
| Shin-Hwa Wu | |||||
| Yi-Ren Huang | |||||
| Yu-Huey Tsao | |||||
| Yao-Hua Hsu | |||||
| Mei-Chuan Huang | |||||
| Manager | Shu-Fen Weng | ||||
| Shu-Ling Shen | |||||
| Ming-Ta Yang | |||||
| Yi-Hsiang Tseng | |||||
| Li-Hwa Chen | |||||
| Chi-Feng Liou | |||||
| Wei-Min Wu | |||||
| Hsin-Fa Wang | |||||
| Chih-Hung Chen | 0 | 7,192 | 7,192 | 0.56% | |
| Shun-Tang Huang | |||||
| Li-Fang Huang | |||||
| Lin-Chyi Tzeng | |||||
| Chi-Fu Hsieh | |||||
| Kuo-Yu Wen | |||||
| Chung-Hsi Wang | |||||
| Mei-Ying Lee | |||||
| Li-Ching Chen | |||||
| Wen-Jung Huang | |||||
| Wei-Cheng Yu | |||||
| Feng-Chieh Chou | |||||
| Ming- Hong Chen | |||||
| Hsin-Chu Kuo | |||||
| Chih-Yuan Yang | |||||
| Yu-Chun Chen | |||||
| Ming-Hsun Li | |||||
| Yao-Chung Tsai | |||||
| Ming-Jung Sun | |||||
| Jul-Jung Yang | |||||
| Shi-Yen Huang | |||||
| Hung-Yin Li | |||||
| Yung-Chun Lin | |||||
| Yu-His Hsieh | |||||
| Wei-Kuan Wang | |||||
| Mei-Shyong Yang | |||||
| Shuan-Reem Lay | |||||
| Acting Manager | Yu-Min Lin |
Note: Employees' bouns amount listed, the Department of the FY 2026 by the board of managers of the proposed allotment of employee compensation amount.
2025
ANNUAL REPORT
Corporate Governance Report
2.3 Implementation of Corporate Governance
2.3.1 Board of Directors
I. A total of 13 meetings of the board of directors were held in FY 2025. Director attendance was as follows :
| Title | Name | Attendance in Person | By proxy | Attendance ratio (%) | Remarks |
|---|---|---|---|---|---|
| Acting Chairperson Managing Director | Yung-Sheng Chen | ||||
| (Representative of Kaohsiung City Government) | 11 | 2 | 85 | ||
| Chairperson | Meei-Ling Jeng | ||||
| (Representative of Kaohsiung City Government) | 7 | 0 | 100 | Resigned on Jun.30,2025 | |
| Independent Managing Director | Tu-Tsun Wang | 11 | 2 | 85 | |
| Managing Director | Yung-Yu Tsai | ||||
| (Representative of Jinn Her Enterprise Co., Ltd.) | 13 | 0 | 100 | ||
| Independent Director | Jain-Rong Su | 7 | 1 | 88 | Assumed office on May 23,2025 (15th Term, by-election) |
| Chun-Tsung Lee | 13 | 0 | 100 | ||
| Chin-Hsiung Chen | 13 | 0 | 100 | ||
| Director | Hong-Cheng Liu | 13 | 0 | 100 | |
| Chun-Chieh Huang | |||||
| (Representative of Kaohsiung City Government) | 13 | 0 | 100 | ||
| Chien-Fu Chen | |||||
| (Representing Chuan-Pu Investment Holding Co., Ltd.) | 12 | 1 | 92 | ||
| Li-Chih Lin | |||||
| (Representative of Jinn Her Enterprise Co., Ltd.) | 13 | 0 | 100 | ||
| Sheng-Chen Lee | |||||
| (Representative of Jinn Her Enterprise Co., Ltd.) | 13 | 0 | 100 | ||
| Attendance of all directors | 139 | 6 | 95.86 |
Corporate Governance Report
29
II. Declaration of the Evaluation Results of Board Performance:
(i) BOK has instituted the “Regulations Governing the Evaluation of Board Performance” by the 13th Board of Directors in its 25th session on 2020.03.19. The evaluation procedure is specified below :
| Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content |
|---|---|---|---|---|
| [Internal Evaluation] Once a year | The Company conducted an evaluation on the performance of the Board, individual Directors and functional committee in November 2025. The evaluation was launched from 2024.11.1 to 2025.10.31, with the evaluation result reported to the 15th Board in its 28th session on 2026.2.5. | The Board, individual Directors, and functional committees (including the Audit Committee, Remuneration Committee and Sustainable Development Committee). | Self-Evaluation of the Directors (Individual Directors proceeded with the evaluation in accordance with the qualitative indicators. The participants in the procedure filled in objective data of the quantitative indicators). | A. The items of evaluation of the Board cover 5 dimensions (44 indicators) : |
| a. Level of participation in the operation of the Company. | ||||
| b. Upgrading of the decision-making quality of the Board. | ||||
| c. The organization and structure of the Board. | ||||
| d. The election and continuing education of the Directors. | ||||
| e. Internal control. | ||||
| B. The evaluation of the performance of individual Board Members covers 6 dimensions (23 indicators): | ||||
| a. The control of the objective and mission of the Company. | ||||
| b. Realization of the duties of Directors. | ||||
| c. Level of participation in the operation of the Company | ||||
| d. Cultivation of internal relations and communication. | ||||
| e. Processional standing and continuing education of the Directors. | ||||
| f. Internal control. | ||||
| C. The evaluation of the performance of the Audit Committee covers 5 dimension (22 indicators): | ||||
| a. Level of participation in the operation of the Company. | ||||
| b. Realization of the duties of the members of the Audit Committee. | ||||
| c. Upgrading the decision-making quality of the Audit Committee. | ||||
| d. The organization of the Audit Committee and the election of the members. | ||||
| e. Internal Control. | ||||
| D. The evaluation of the performance of the Remuneration Committee covers 4 dimensions (19 indicators): | ||||
| a. Level of participation in the operation of the Company. | ||||
| b. Realization of the duties of the Remuneration Committee. | ||||
| c. Upgrade the decision-making quality of the Remuneration Committee. | ||||
| d. The organization of the Remuneration Committee and the election of the members. | ||||
| E. The performance evaluation of the Sustainable Development Committee covers 4 major dimensions (17 indicators): | ||||
| a. Level of participation in the operation of the Company. | ||||
| b. Awareness of the responsibilities of the Sustainable Development Committee. | ||||
| c. Improvement in the decision-making quality of the Sustainable Development Committee. | ||||
| d. Composition and selection of members for the Sustainable Development Committee. |
2025
ANNUAL REPORT
Corporate Governance Report
| Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content |
|---|---|---|---|---|
| [External Assessment] Once every three years | In September 2025, the Company appointed KPMG Advisory Services Co., Ltd. an external independent professional organization to conduct a performance evaluation of the Board of Directors for 2025. It reported the evaluation results to the 28th session of the 15th Board of Directors on February 5, 2026. | Board of Directors and its members | The performance of the Board of Directors and its members was evaluated using three methods: questionnaires (director self-evaluation), data analysis, and interview. A performance evaluation report was prepared based on the evaluation results. | A. The performance evaluation of the board includes 9 aspects (87 measurement questions): |
| a. Establishment of an effective board of directors. | ||||
| b. Effective operation of the Board of Directors. | ||||
| c. Professional development and continuing education. | ||||
| d. Corporate outlook. | ||||
| e. Fulfillment of duties. | ||||
| f. Management of executive personnel. | ||||
| g. Creation of corporate culture. | ||||
| h. Communication with stakeholders. | ||||
| i. Performance evaluation. | ||||
| B. The performance evaluation of the board members includes 6 aspects (26 measurement questions): | ||||
| a. Understanding of the Company's goals and missions. | ||||
| b. Awareness of director's responsibilities. | ||||
| c. Professional development and continuing education. | ||||
| d. Fulfillment of duties. | ||||
| e. Level of involvement in the Company's operations. | ||||
| f. Internal relationship management and communication. |
(ii) The result of the performance evaluation of the Board:
A. Internal performance evaluation:
According to the evaluation results, the Board of Directors and its members, the Audit Committee, the Remuneration Committee, and the Sustainable Development Committee achieved an overall performance achievement rate of 98.68%, 98.66%, 100%, 100%, and 100%, respectively. All evaluations were rated as "good" and met the evaluation standards, demonstrating sound overall operations.
B. External performance evaluation:
In September 2026, the Company appointed KPMG Advisory Services Co., Ltd. an external independent professional organization to conduct a performance evaluation of the Board of Directors for 2025. KPMG has extensive experience in corporate governance, board consulting, risk management, internal control and audit, and industry-specific professional knowledge and counseling. Three professional advisers, Cheng-Kuang Chu, Yu-Hsin Huang, and Ting-Hsuan Hsu, were appointed to conduct a performance evaluation of the Bank's Board of Directors and its members using three methods of questionnaires (director self-evaluation), data analysis, and interviews. KPMG and the professional advisers had no business dealings with the Company and were independent. The services provided by them included providing the Company's Board of Directors and its members with performance evaluations and improvement recommendations regarding each evaluation aspect. They were not involved in the design of the Company's systems, management decision-making, or introduction of information systems and action plans. The evaluation reports were prepared based on the evaluation results and submitted on December 31, 2025. The overall evaluation, recommendations, and the Company's improvement status are as follows:
a. Overall evaluation:
The evaluation concluded that the Company's Board of Directors had established relevant policies and procedures in accordance with applicable laws and domestic corporate governance indicators. The Board was comprised of directors with the necessary expertise and competence, and work was appropriately assigned based on their experience to ensure effective operation of the Board and its functional committees. The overall evaluation result was "outstanding". (Outstanding: Compliant to international best practices of governance)
b. Recommendations/Company's improvement status:
For the election in the future, the Company may consider increasing the number of female directors: The Company will request major shareholders to take this into account when nominating director candidates.
30
Corporate Governance Report
31
Other Mandatory Provisions:
I. In case of any of the following situations regarding the operation of the Board of Directors, the date of Board meeting, session, content of the motion, opinions of all independent directors and the company's action towards the opinions of independent directors shall be specified:
(i) Anything inscribed in Article 14-3 of the Securities and Exchange Act:
Pursuant to Article 14-5 of the Securities and Exchange Act, Article 14-3 of the Securities and Exchange Act shall not apply if the corporate has set up the audit committee.
(ii) In addition to the aforementioned issues, other issues related to the resolution of the Board which are expressed objections or reservations by the Independent Directors on record or in written declarations: None.
II. The actions of directors in preventing a "conflict of interest":
| Date of Board Meeting | Content of the motion | Name of Director recused for avoidance of the conflict of interest | Reason for recusal | Resolution |
|---|---|---|---|---|
| The 22th session of the 15th Board of Directors (Jun.20, 2025) | Discussion over the appointment of Vice President Jung-X Chang as the representative of the Bank to participate in the 5th director election of the investee "iPASS Corporation". | Chairperson | ||
| Meei-Ling Jeng | ||||
| Managing Director | ||||
| Yung-Sheng Chen | ||||
| Director | ||||
| Chun-Chieh Huang | ||||
| Managing Director | ||||
| Yung-Yu Tsai | ||||
| Director | ||||
| Li-Chih Lin | ||||
| Sheng-Chen Lee | ||||
| Independent Director | ||||
| Chun-Tsung Lee | This motion involves the personal interest of stakeholders. Representative of Kaohsiung City Government and the representative of Jinn Her Enterprise Co., Ltd. both recused themselves to avoid any conflict of interest. | Recused from discussion and voting | ||
| Discussion over the re-appointment of X-Chuan Wang and X-Hsing Chang as the Bank's corporate representatives to Kaohsiung Rapid Transit Corporation and to participate in its 10th director election | Chairperson | |||
| Meei-Ling Jeng | ||||
| Managing Director | ||||
| Yung-Sheng Chen | ||||
| Director | ||||
| Chun-Chieh Huang | ||||
| Independent Director | ||||
| Chun-Tsung Lee | This motion involves the personal interest of stakeholders. Representative of Kaohsiung City Government was recused to avoid any conflict of interest. | |||
| Discussion over the short-term loan of NT$7 billion to the Finance Bureau, Kaohsiung City Government; | Chairperson | |||
| Meei-Ling Jeng | ||||
| Managing Director | ||||
| Yung-Sheng Chen | ||||
| Director | ||||
| Chun-Chieh Huang | This motion involves the personal interest of stakeholders. Representative of Kaohsiung City Government was recused to avoid any conflict of interest. | |||
| Discussion over the conclusion of industry-academia collaboration and academic feedback mechanism agreements with National Chengchi University | Independent Director | |||
| Jain-Rong Su | ||||
| The 26th session of the 15th Board of Directors (Nov.7, 2025) | Discussion over the bidding for loans to the government agencies of the Kaohsiung City Government, investees, and affiliates in 2026, and the proposed authorization of the bidding limit and interest rate to the Business Department. | Acting Chairperson | ||
| Yung-Sheng Chen | ||||
| Director | ||||
| Chun-Chieh Huang | This motion involves the personal interest of stakeholders. Representative of Kaohsiung City Government was recused to avoid any conflict of interest. | Recused from discussion and voting |
2025
ANNUAL REPORT
Corporate Governance Report
III. Progress assessment of the 2025 agenda – empowerment of the Board of Directors:
All members of the Bank's Board of Directors execute business with care and loyalty, and perform their duty according to the relevant laws and the Bank's articles of incorporation to protect the Bank's and shareholders' interests and rights.
2.3.2 Independent Director attendance
○ : Attendance in Person : △ : By proxy : * : Absence
| FY 2025 | 17th of 15th term (Jan.17, 2025) | 18th of 15th term (Feb.21, 2025) | 19th of 15th term (Mar. 21, 2025) | 20th of 15th term (Apr. 11, 2025) | 21th of 15th term (May 9,2025) | 5th of 15th term Extraordinary meeting (May 23, 2025) | 22th of 15th term (Jun.20, 2025) | 6th of 15th term Extraordinary meeting (Jun.30, 2025) | 23th of 15th term (Jul.18, 2025) | 24th of 15th term (Aug.15, 2025) | 25th of 15th term (Sep.12, 2025) | 26th of 15th term (Nov.7, 2025) | 27th of 15th term (Dec.19, 2025) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tu-Tsun Wang | ○ | ○ | ○ | △ | ○ | ○ | ○ | ○ | △ | ○ | ○ | ○ | ○ | ○ |
| Jain-Rong Su | — | — | — | — | — | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | △ |
| Chun-Tsung Lee | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ |
| Chin-Hsiung Chen | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ |
2.3.3 Audit Committee operating scenario
A total of 10 meetings of the Audit Committee were held in FY 2025. Independent Director attendance was as follows :
| Title | Name | Attendance in Person | By proxy | Attendance ratio (%) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Chun-Tsung Lee | 10 | 0 | 100 | |
| Tu-Tsun Wang | 10 | 0 | 100 | ||
| Jain-Rong Su | 6 | 0 | 100 | Appointed on May 23,2025 | |
| Chin-Hsiung Chen | 10 | 0 | 100 |
Other Mandatory Provisions:
In case of any of the following situations regarding the operations of the Audit Committee, specify the date, the session, content of the motions, the adverse opinion or qualified opinion of the Independent Directors or the content of crucial recommendation, the resolution result of the Auditing Committee and the response of the Company to the opinion of the Auditing Committee:
Corporate Governance Report
I. Anything inscribed in Article 14-5 of the Securities and Exchange Act :
| Date/ session for the convention of the Auditing Committee | Content of the motions | Adverse/qualified opinions of the Independent Directors, or crucial recommendation | Resolution | Response of BOK to the opinions of the Auditing Committee |
|---|---|---|---|---|
| The 19th session of the 15th term of Auditing Committee (Feb.7,2025) | 1. Discussion over the Bank's "Statement of Internal Control System" and "Evaluation Report on the Implementation of the Internal Control System" for 2024. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the "Statement of Internal Control System for Anti-Money Laundering and Countering the Financing of Terrorism" and "Evaluation Report on the Implementation of the Internal Control System for Anti-Money Laundering and Countering the Financing of Terrorism" for 2024. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 3. Discussion over the overall implementation of the Bank's information security for 2024. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 4. Discussion over the partial amendment to the "Review Committee and Review Guidelines of Trusted Investment in Offshore Structured Products". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 5. Discussion over the partial amendment to the Bank's "Regulations Governing the Management of Equity in Investees". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 6. Discussion over the partial amendment to the Bank's "Guidelines for Financial Friendly Services". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| The 20th session of the 15th term of Auditing Committee (Feb.21,2025) | 1. Discussion over the financial report for 2024 (January 1 to December 31, 2024) sealed by the Chairperson, manager, and accounting officer, along with the audit report draft prepared by Crowe (TW) CPAs. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the amendment to the bank's "List of Responsibilities by Level". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 3. Discussion over the amendment to the Bank's "Fair Customer Treatment Principles, Policy and Strategy". | None | Motion passed as stated. | The resolution was passed after all attending directors agreed to amend the wording. | |
| The 21st session of the 15th term of Auditing Committee (Mar.26,2025) | 1. Discussion over the Bank's 2024 business report. | None | Please refine the text and adjust the order of the awards and related external recognitions according to their importance before approving. | The amendments were approved by all attending directors, and the shareholders' meeting report was subsequently submitted and approved. |
2025
ANNUAL REPORT
Corporate Governance Report
| Date/ session for the convention of the Auditing Committee | Content of the motions | Adverse/qualified opinions of the Independent Directors, or crucial recommendation | Resolution | Response of BOK to the opinions of the Auditing Committee |
|---|---|---|---|---|
| 2. Discussion over the draft of the earnings distribution statement for 2024 (January 1 to December 31, 2024). | None | Motion passed as stated. | The attending directors unanimously agreed to pass the motion as is, and to submit it for shareholder approval. | |
| 3. Discussion over the issuance of common shares through capitalization of 2024 retained earnings. | None | Motion passed as stated. | The attending directors unanimously agreed to pass the motion as is, and to submit it for shareholder approval. | |
| 4. Discussion over the partial amendment to the Bank's Articles of Incorporation | None | Motion passed as stated. | The attending directors unanimously agreed to pass the motion as is, and to submit it for shareholder approval. | |
| The 22th session of the 15th term of Auditing Committee (May 9,2025) | 1. Discussion over the newly established "Guidelines for Response to International Sanctions and Control Operations" of the Bank. | None | After correcting some text, it passed. | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the partial amendment to the Bank's "Application Procedure for Suspension and Resumption of Transactions". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 3. Discussion over the partial amendment to the Bank's "Standard Operating Procedure for Transactions with Stakeholders". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 4. Discussion over the partial amendment to the Bank's "Supplier Environmental and Corporate Social Responsibility Management Policy". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| The 23th session of the 15th term of Auditing Committee (Jun.6,2025) | 1. Ratification of partial provisions of the Bank's "Internal Control System of Securities Firms" and "Enforcement Rules of Internal Audit for Securities Firms. | None | Ratify and approve | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the appointment of Vice President Jung-X Chang as the representative of the Bank to participate in the 5th director election of the investee "iPASS Corporation". | None | Motion passed as stated. | Except for the Kaohsiung City Government and the legal representative of Jinhe Enterprise (Ltd.), where Director Li Chun-zong recused himself, the remaining attending directors agreed to approve the proposal. |
34
Corporate Governance Report
35
| Date/ session for the convention of the Auditing Committee | Content of the motions | Adverse/qualified opinions of the Independent Directors, or crucial recommendation | Resolution | Response of BOK to the opinions of the Auditing Committee |
|---|---|---|---|---|
| 3. Discussion over the re-appointment of X-Chuan Wang and X-Hsing Chang as the Bank's corporate representatives to Kaohsiung Rapid Transit Corporation and to participate in its 10th director election | None | Motion passed as stated. | Except for the legal representative of the Kaohsiung City Government, where Director Li Chun-zong recused himself, the remaining attending directors agreed to approve the proposal. | |
| 4. Discussion over the short-term loan of NT$7 billion to the Finance Bureau, Kaohsiung City Government; | None | Motion passed as stated. | Except for the legal representative of the Kaohsiung City Government who recused himself from interests, the other directors present agreed to pass the decision. | |
| 5. Discussion over the partial amendment to the Bank's "Interest Rate Risk Management Guidelines". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 6. Discussion over the Bank's acquisition of real estate and propose a minimum price range. | None | The price was approved after being revised according to the audit committee's opinion. | The revised floor price range was approved by all attending directors. | |
| The 24th session of the 15th term of Auditing Committee (Aug.1,2025) | 1. Discussion over the financial report for Q2 2025 (January 1 to June 30, 2025) sealed by the Chairperson, manager, and accounting officer, along with the audit report draft prepared by Crowe (TW) CPAs. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the amendment to the titles and provisions of the Bank's "Guidelines for Establishment of the Risk Management Committee" and "Market Risk Management Guidelines". | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 3. Discussion over the partial amendment to the Bank's "Cybersecurity Protection Guidelines of the Bank of Kaohsiung". | None | Approved after adding a note to the description section of the comparison table in the amendment draft, stating "Implemented according to Letter No. 1140000221 dated February 12, 2025 from the Bankers Association of the Republic of China Trust Association of R.O.C." | The motion was passed as stated by common consent of the Directors in the session. |
2025
ANNUAL REPORT
Corporate Governance Report
| Date/ session for the convention of the Auditing Committee | Content of the motions | Adverse/qualified opinions of the Independent Directors, or crucial recommendation | Resolution | Response of BOK to the opinions of the Auditing Committee |
|---|---|---|---|---|
| 4. Discussion over the amendment to the Bank's “Guidelines for Implementation of the Information Business and Security Policy of the Bank of Kaohsiung”. | None | Approved after amending the texts of the basis stated in the latter part of the paragraph of amended Article 1 to “These Guidelines are established based on the relevant laws and regulations of the competent authorities and with reference to the international standard systems of ISO/IEC 27001 and the objectives of information security development”. | The motion was passed as stated by common consent of the Directors in the session. | |
| 5. Discussion over the newly established “Guidelines for Financial Business-related Operations Between Related Parties”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| The 25th session of the 15th term of Auditing Committee (Aug.15,2025) | 1. Discussion over adjusting the positions of the Bank's Chief Financial Officer and Director of Financial Market Division. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| The 26th session of the 15th term of Auditing Committee (Oct.17,2025) | 1. Discussion over the next-year (2026) re-appointment of Crowe (TW) CPAs for the “financial and tax audit certification” for 2026 and the “internal control system review project” and “anti-money laundering and counter-terrorism financing project audit” for 2025, as well as over the evaluation of the CPAs’ independence and suitability. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the amendment to the “Credit and Investment Limit Table by Industry” appended to the “Regulations for Management of the Credit and Investment Limit Table by Industry”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 3. Discussion over the bidding for loans to the government agencies of the Kaohsiung City Government, investees, and affiliates in 2026, and the proposed authorization of the bidding limit and interest rate to the Business Department. | None | Motion passed as stated. | Except for the legal representative of the Kaohsiung City Government who recused himself from interests, the other directors present agreed to pass the decision. | |
| 4. Discussion over the partial amendment to the Bank's “Credit Policy and Credit Guidelines”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 5. Discussion over the partial amendment to the Bank's “Standard Operating Procedure for Transactions with Stakeholders”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 6. Discussion over the draft of the Bank's “Regulations Governing Financial Products and Services for High-Net-Worth Customers”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 7. Discussion over the partial amendment to the “Review Committee and Review Guidelines of Trusted Investment in Offshore Structured Products”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
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| Date/ session for the convention of the Auditing Committee | Content of the motions | Adverse/qualified opinions of the Independent Directors, or crucial recommendation | Resolution | Response of BOK to the opinions of the Auditing Committee |
|---|---|---|---|---|
| The 27th session of the 15th term of Auditing Committee (Nov.7,2025) | 1. Discussion over the amendment to the Bank's “Disclosure Policy of Capital Adequacy and Risk Management Related Information”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| The 28th session of the 15th term of Auditing Committee (Dec.5,2025) | 1. Discussion over the “2026 Internal Audit Plan” for the general banking and securities business of the Bank. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
| 2. Discussion over the amendment to the “Senior Management Responsibilities Allocation Table” stated in the “Organizational Regulations” and on the accountability map of the Bank. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 3. Discussion over the partial amendment to the Bank's “Regulations Governing the Acquisition and Disposal of Assets”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. | |
| 4. Discussion over the new draft of the Bank's “Guidelines to be Observed for Review of Financial Products for High-Net-Worth Customers”. | None | Motion passed as stated. | The motion was passed as stated by common consent of the Directors in the session. |
II. Resolutions not approved by the audit committee but were approved by more than two thirds of all Audit Committee members : None.
III. The actions of Independent directors in preventing a “conflict of interest”:
| Date of Board Meeting | Content of the motion | Name of Director recused for avoidance of the conflict of interest | Reason for recusal | Resolution |
|---|---|---|---|---|
| The 22th session of the 15th Board of Directors (Jun.20, 2025) | Discussion over the appointment of Vice President Jung-X Chang as the representative of the Bank to participate in the 5th director election of the investee “iPASS Corporation”. | Chairperson | ||
| Meei-Ling Jeng | ||||
| Managing Director | ||||
| Yung-Sheng Chen | ||||
| Director | ||||
| Chun-Chieh Huang | ||||
| Managing Director | ||||
| Yung-Yu Tsai | ||||
| Director | ||||
| Li-Chih Lin | ||||
| Sheng-Chen Lee | ||||
| Independent Director | ||||
| Chun-Tsung Lee | This motion involves the personal interest of stakeholders. Representative of Kaohsiung City Government and the representative of Jinn Her Enterprise Co., Ltd. both recused themselves to avoid any conflict of interest. | Recused from discussion and voting | ||
| Discussion over the re-appointment of X-Chuan Wang and X-Hsing Chang as the Bank's corporate representatives to Kaohsiung Rapid Transit Corporation and to participate in its 10th director election | Chairperson | |||
| Meei-Ling Jeng | ||||
| Managing Director | ||||
| Yung-Sheng Chen | ||||
| Director | ||||
| Chun-Chieh Huang | ||||
| Independent Director | ||||
| Chun-Tsung Lee | This motion involves the personal interest of stakeholders. Representative of Kaohsiung City Government was recused to avoid any conflict of interest. | |||
| Discussion over the conclusion of industry-academia collaboration and academic feedback mechanism agreements with National Chengchi University | Independent Director | |||
| Jain-Rong Su |
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IV. The communication between independent directors and internal audit supervisors and CPAs who serve as external auditors:
(i) The communication between independent directors, the Audit Committee, and internal audit supervisors in 2025.
| Date | Communication Method | Communication Personnel | Communication Matters | Communication results |
|---|---|---|---|---|
| Feb.7,2025 | Audit Committee | Chief Auditor | "Internal Control System Statement" and "Evaluation Report on the Implementation of Internal Control System" for FY 2024. | Motion passed as stated, to be further submitted for deliberation by the Board of Directors. |
| Mar.26,2025 | Audit Committee | Chief Auditor | Second Half 2024 Internal Audit Business Report and Status of Corrective Action on Internal Audit Findings. | Noted, and further submit the report to the Board of Directors. |
| May.9,2025 | A meeting for independent communication between independent directors and internal audit supervisors. | Chief Auditor and internal audit supervisors | Internal Audit Proposed Internal Control Improvement Suggestions and Implementation status by the competent business unit. | Proceed in accordance with the directives of the Independent Director. |
| Oct.17,2025 | Audit Committee | Chief Auditor | First Half 2025 Internal Audit Business Report and Improvement of deficiencies identified in internal audits and self-in-spections. | Noted, and further submit the report to the Board of Directors. |
| Oct.17,2025 | A meeting for independent communication between independent directors and internal audit supervisors. | Chief Auditor and internal audit supervisors | Internal Audit Proposed Internal Control Improvement Suggestions and Implementation Status by the Responsible Business Unit. | Proceed in accordance with the directives of the Independent Director. |
| Dec.5,2025 | Audit Committee | Chief Auditor | Discussion of the 2025 internal audit plan. | Motion passed as stated, to be further submitted for deliberation by the Board of Directors. |
| Dec.19,2025 | A review meeting on the deficiencies of the internal control system between all Directors (including Independent Directors) and internal audit supervisors. | Chief Auditor and internal audit supervisors | 1. Pursuit of BOK internal audit on the internal control risk assessment of each Business Unit from January to November 2025. | |
| 2. AML/CFT Operational Audit Deficiencies and Status of Corrective Action in Business Units from January to November 2025. | ||||
| 3. The FSC's Key Areas of Examination on Banking Operations, Industry Peer Experience Sharing and Case Studies, and a Review of the Implementation of the Bank's Internal Control System and Corresponding Response Measures. | Proceed in accordance with the directives of the meeting, and prepare the minutes for submission to the Board of Directors. |
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(ii) The independent directors of the bank meet with the accountants at least twice a year for private discussions. Additionally, when presenting the financial report to the audit committee, the accountants are invited to attend and provide responses and explanations to the independent directors' questions.
| Date | Communication Method | Communication Matters | Communication results |
|---|---|---|---|
| Feb.21,2025 | Independent Directors and Auditors Private Meeting. | Explanation and communication of the key audit matters, type of audit opinion, materiality for the current period, uncorrected misstatements, and other communication matters for the financial report of 2024 | 1. The Independent Directors noted and acknowledged the matter. |
| 2. The financial report for 2024 has been reviewed and approved by the Audit Committee and submitted to the Board of Directors for deliberation. | |||
| Aug.1,2025 | Independent Directors and Auditors Private Meeting. | Audit conclusions and matters for the second quarter financial report of 2025, types of audit opinions, material misstatements in the current period, uncorrected misstatements, and other communication matters are explained and communicated. | 1. The Independent Directors noted and acknowledged the matter. |
| 2. The financial report for the second quarter of 2025 has been reviewed and approved by the Audit Committee and submitted to the Board of Directors for deliberation. | |||
| Dec.5,2025 | Independent Directors and Auditors Private Meeting. | Description and communication of the scope and method of the audit of the financial report for 2025, potentially highly significant matters, the audit team, independence, and other planning matters. | 1. The Independent Directors noted and acknowledged the matter. |
| 2. The recommendations are as follows: | |||
| (1) To lower the execution materiality for high-risk items. | |||
| (2) To assess the necessity of obtaining auditor assurance for the “Sustainability Chapter.” | |||
| Actions Taken : Implemented in accordance with the recommendations. |
2.3.4 For the Disclosures Required by the "Guidelines for Bank Corporate Governance": Please refer to https://www.bok.com.tw/ bokgov.
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2.3.5 The Differences between the Corporate Governance Practice of the Bank and the "Guidelines for Bank Corporate Governance"
| Items | Operation | The Difference from Corporate Governance Best Practice Principles for Banking Industry and Reason | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| A. Equity Structure and Shareholder Rights | ||||
| 1. Did the bank expressly provide internal operation procedures that process the recommendations from, questions from, and litigations with shareholders and implement these rules according to procedures? | ☑ | The bank has installed hot lines and e-mail boxes exclusively for shareholders' suggestions and resolutions. | No Deviation | |
| 2. Is the bank in touch with major shareholders who own actual controlling interests of the bank and the ultimate entity with controlling interest? | ☑ | The major shareholder of the Bank is Kaohsiung City Government, holding 41.23% of the Bank's common shares. Its representative also performs his duty pursuant to the rules governing investment by Kaohsiung City Government in the Bank. | No Deviation | |
| 3. Did the bank create and enforce the risk control mechanisms and the firewall between itself and affiliated corporations? | ☑ | The Bank has established the "Criteria for Supervision of Subsidiaries" for control of related risks. (As of the end of January 2026, the Bank does not have any affiliates.) | No Deviation | |
| B. Organization and Responsibilities of the Board of Directors | ||||
| 1. Has the Board mapped out the policy of diversity and substantive management objective? | ☑ | 1. To fulfill corporate governance and guarantee shareholder's rights, the Articles of Incorporation explicitly specify that the candidate nomination system is adopted for election of directors and shareholders elect directors from the list of director candidates. Our Corporate Governance Best-Practice Principles specify the diversity of board members and the required professional knowledge and skills. For each director election, the Bank accepts nominations for director candidates from shareholders holding 1% or more of the shares in accordance with Article 192-1 of the Company Act. After inclusion in the list of candidates, the election is held at the shareholders' meeting according to the Bank's director election regulations to ensure the diversity and independence of the Board of Directors. 2. The 15th Board of Directors is currently consisted of 12 directors, including 4 independent directors. The members of the Board of Directors come from diverse fields in finance, industry, and academia, and generally possess extensive experience and expertise in areas such as business management, leadership, decision-making, industry knowledge, finance and taxation, law, labor unions, and international markets. The age distribution of the board members is also well-balanced, with one member over 70, three between 66 and 70, two between 61 and 65, two between 56 and 60, one between 51 and 55, two between 46 and 50, and one between 26 and 30. This range of ages helps to ensure a variety of viewpoints and perspectives, contributing to the stable development of the Bank's business. 3. We emphasize gender equality in the composition of the Board of Directors. The Bank's "Corporate Governance Best-Practice Principles" were revised on March 24, 2023, specifying that the ratio of female directors should be no less than one-third of the total number of directors or there should be at least one female director. For this, the 15th Board of Directors (including independent directors), consisting of 12 seats, was re-elected at the 2023 shareholders' meeting, with 3 female directors (including independent directors). However, two directors resigned on August 30, 2023, and June 30, 2025, respectively, due to personal reasons and career planning, leaving one female director currently in office. Though the remaining 1 female director still meet the requirement of at least one seat, we will aim to increase the number of female directors to one-third of the total number of seats to ensure the gender equality. | No Deviation |
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| Items | Operation | | | The Difference from
Corporate Governance Best
Practice Principles for
Banking Industry and
Reason |
| --- | --- | --- | --- | --- |
| | Yes | No | Summary Description | |
| 2. Aside from creating the Remuneration Committee and the Audit Committee as required by law, did the bank create other functional committees voluntarily? | ☑ | | The Board resolved to establish the Sustainable Development Committee on 2023.03.24, a functional committee under the direct supervision of the Board. | No Deviation |
| 3. Has the bank listed at TWSE or TPEx established the regulations governing the evaluation of the Board and the method of evaluation, and conducted evaluation at regular intervals each year and presented the evaluation result to the Board with reference to the remunerations to individual Directors and the nomination for another term of office of the Directors? | ☑ | | 1. The 13th Board of Directors of the Bank passed the “BOK Regulations Governing the Evaluation of the Performance of the Board of Directors” in the 25th session dated Mar.19, 2020 for the proper pursuit of corporate governance and upgrade the function of the Board through the setting up of performance objectives for bolstering the operating efficiency of the Board.
2. According to Article 3 of the Bank’s Board of Directors Performance Evaluation Regulations, we execute internal performance evaluation once a year, and external professional independent institutions or external expert and scholar teams execute external performance evaluation at least once every three years. In this way, we have completed the internal and external performance evaluation of the Board of Directors for 2025, and reported the evaluation results to the 28th session of the 15th Board of Directors on February 5, 2026, as a reference for individual directors’ remuneration and re-election nomination. | No Deviation |
| 4. Did the bank review the independence of the CPAs that perform the audit function on a regular basis? | ☑ | | 1. The bank assesses the independence and suitability of the certifying accountant each year before appointment. In addition to requiring the certifying accountant to provide a “Statement of Independence” and “Audit Quality Indicators (AQIs),” the assessment is conducted based on the evaluation items and AQI indicators mentioned in point 2. The evaluation results for the most recent year were approved by the Audit Committee on Oct.17,2025, and by the Board of Directors on Nov.7,2025.
2. The evaluation items are described as follows:
(1) There is no direct or material indirect financial interest, material abnormal borrowings, or financing guarantees under abnormal commercial activities between CPAs and the Bank.
(2) CPAs do not directly or indirectly hold more than 1% of the Bank’s issued shares or rank among the top 10 natural-person shareholder of the Company.
(3) CPAs do not serve as directors, managers or employees in the Bank.
(4) The CPAs and the members of the audit team are not stakeholders specified under Article 33-1 of the Banking Act.
(5) The CPAs did not provide audit services to the Bank for more than seven consecutive years, and did not resume the role within two years after the rotation transfer.
(6) The CPAs have not been disciplined by the competent authorities and the Association of CPAs. | No Deviation |
| C. Has the Bank allocated an appropriate number of competent personnel to pursue corporate governance, and appointed a Chief Governance Officer charged with the duty of corporate governance affairs of the Bank (including but not limiting to the supply of information necessary for the Directors and Supervisors in performing their assigned duties, assistance to the Directors and Supervisors in compliance with applicable laws, holding Board meetings and Shareholders Meetings under law and handling related matters, and compilation of the minutes of Board meetings and Shareholders Meetings on record)? | ☑ | | 1. The Office Secretary of the Board of Directors is responsible for corporate governance of the Bank. At its 15th 26th Board Meeting held on Nov. 7, 2025, the Bank approved the appointment of Mr.Tai-Lu Tu as the Head of Corporate Governance, effective Nov. 7, 2025.
2. The officer of corporate governance is mainly responsible for handling the affairs of Board meetings and shareholders’ meetings, producing minutes of Board meetings and shareholders’ meetings and facilitating the inauguration, continuing study of directors and independent directors and legal compliance in accordance with the laws. The officer shall provide the materials required for the directors and independent directors to perform their duties in accordance with the Bank’s “Standard Operating Process of Processing Requests by the Directors.”
3. The following tasks were completed in 2025:
(1) Assisted the members of the Board of Directors in performing their duties, provided necessary materials and training courses for their duties. By continuing to study, they acquire new knowledge, improve their professional skills and legal literacy.
(2) Provided the latest amendments and developments of the laws and regulations directly related to the duties of the Board members.
(3) When the independent directors need to interview the internal audit manager or CPA as required to understand each financial condition, assisted in the arrangement of relevant meetings. | No Deviation |
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| Items | Operation | | | The Difference from
Corporate Governance Best
Practice Principles for
Banking Industry and
Reason |
| --- | --- | --- | --- | --- |
| | Yes | No | Summary Description | |
| | | | (4) Prepared the agenda for Board meetings and Audit Committee's meetings, gave meeting notices to directors seven days in advance, provided sufficient meeting materials. Reminded any director who has any conflict of interest with any individual motion in advance to implement the regulations of required recusal. Completed the meeting minutes within 20 days after the meeting and provided to each director for reference.
(5) Registered the date of shareholders' meeting in advance pursuant to the laws. Prepared the meeting notice, meeting manual, meeting minutes within the statutory periods. Supervised the registration of change for amendment to Articles, and election of new directors.
4. Please refer to page 66 "Training records of corporate governance officer in 2025" for the training for corporate governance officer. | |
| D. Has the Bank established channels for communication with the stakeholders (including but not limiting to shareholders, employees, customers, and suppliers), and set up a special zone for stakeholders on its official website with proper response to the issues of corporate social responsibility to the concern of the stakeholders? | ☑ | | The Bank has established the spokesman system, toll free hot line, and e-mail for the shareholders, employees and customers to give suggestions and seek answers for queries. In addition, the Bank also holds community wealth management forums and provides information on the study of corporate governance to insiders from time to time with full disclosure of related information at MOPS. The Bank has set up the "Stakeholders Zone" at its official website and provided contact methods for all kinds of "stakeholders" for responding to essential corporate social responsibility issues to the concern of the stakeholders. | No Deviation |
| E. Disclosure of Information | | | | |
| 1. Did establishment of a website where information on financial operations and corporate governance is disclosed? | ☑ | | The bank has established a website (https://www.bok.com.tw/) where information on financial operations and corporate governance of the Bank is disclosed. | No Deviation |
| 2. Did the Bank has other methods for information disclosure(such as the installation of website in English language, appointment of designated personnel for the collection and disclosure of the Bank, proper implementation of the system of spokesman, loading the video covering the entire process of institutional investors conference to the website)? | ☑ | | Users can click and log in to the English website of the Bank through the URL listed above. The Bank has appointed a spokesperson. The spokesperson is Tung-Chiang Sung, who also serves as a Vice President. The Bank has also designated a unit dedicated to serving as a point of contact for the Market Observation Post System. Business units in charge of all services perform the gathering and disclosure of information as required. | No Deviation |
| 3. Has the Bank announced and declared its annual financial statements at the end of the fiscal year by the designated deadline in accordance with the Banking Act and Securities and Exchange Act, and announced the financial statements covering the 1st quarter, 2nd quarter, and 3rd quarter of the year and the monthly business reports prior to the deadline? | ☑ | | 1. The Bank's 2025 Financial Statements have been announced and filed by March 16, 2026.
2. The Quarterly Financial Reports of Q1, Q2 and Q3 in 2025 and the monthly business reports have been announced and declared by the given deadlines. | No Deviation |
| F. Are There Other Important Information to understand Corporate Governance Practice of the Bank (including but not limiting to the rights of employees, employee concern, investor relation, stakeholders' rights and privileges, the continuing education of the Directors and Supervisors, risk management policy and performance of risk assessment actions of customer policy, taking liability insurance for the Directors and Supervisors of the Bank, donation to political parties, stakeholders, and charity groups)? | | | | |
| 1. With investor related: The major shareholder of the Bank is Kaohsiung City Government, holding 41.23% of the Bank's common shares. Its representative also performs his duty pursuant to the rules governing investment by Kaohsiung City Government in the Bank. | | | | |
| 2. Employee rights: Please refer to page 99 "4.7 Labor Relations". | | | | |
| 3. Right of related parties: Please refer to page 42 "D. Did the communication channels of the Bank and the related parties ". | | | | |
| 4. Continuing Education of the Directors in 2025: consult the table "Continuing Education of Directors in 2025" Please refer to page 62-65. | | | | |
| 5. Continuing education for the corporate governance officers of the Company in 2025: Please refer to page 66 "Appendix II: Continuing education for the corporate governance officers of the Company in 2025" | | | | |
| 6. Execution of risk management policies and risk measuring standards: Please refer to page 104-111 "The Evaluation of Risk Management". | | | | |
| 7. Execution of customers' policies: In order to improve the services provided to customers and communication with customers, we have a toll free hot line, and customer service window setup exclusively for credit, financial derivatives and negotiation mechanisms for consumers' financial debt. | | | | |
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| Items | Operation | The Difference from Corporate Governance Best Practice Principles for Banking Industry and Reason | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 8. Purchase of liability insurance by the Bank for directors and managers : The Bank has purchased “Directors & Officers Liability Insurance” from Shinkong Fire & Marine Insurance Co., Ltd. on Jun.2,2025. 9. The Bank made a donation to political parties or stakeholders or a group of public welfare: Please refer to page 91-95 “Social Responsibility and Moral Behavior of the Bank”, In addition, the Bank has never made a donation to political parties or stakeholders. | ||||
| G. Specify the status of corrective action taken in accordance with the corporate governance evaluation result disclosed by the Corporate Governance Center of Taiwan Stock Exchange Corporation covering the most recent year. If corrective action has not been accom- plished, specify the priority of improvement and measures for this purpose: (I) The Bank was ranked in the top 6% - 20% of all listed companies in the 11th corporate governance appraisal. (II) Improvements made: 1. To establish a policy linking the remuneration of senior management to ESG-related performance evaluation. 2. Continuously improving the disclosure of sustainability-related information, as well as the implementation and reduction of greenhouse gas emissions measures. (III) Matters and measures for enhancement: Continuously improving and strengthening the Bank's sustainable development and governance practices to align with various indicators. |
2.3.6 Duty, composition and Implementation of the Remuneration Committee
I. Members of the Remuneration Committee
| Position | Criteria Name | Professional Qualification Requirements and Experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as Members of the Remuneration Committee |
|---|---|---|---|---|
| Convener (Independent Managing Director) | Tu-Tsun Wang | 1. Ph.D. in Law from the Graduate Institute of Law, National Chengchi University; the former Professor in the Department of Law at Ming Chuan University; Professor and Dean of the School of Law, Ming Chuan University; Chief Secretary, Bureau of Standards, Metrology and Inspection, Ministry of Economic Affairs; Fair Trade Commissioner; Independent Director of First Commercial Bank; he is recognized as having the necessary work experience for legal and banking operations. 2. Currently the Chief Administrative Officer and Corporate Governance Officer of the ASE Technology Holding Group; a member of the Risk Management Committee, Chief Risk Officer, and Chief Information Security Officer; Director and Chief Administrative Officer of Advanced Semiconductor Engineering, Inc.; Director and General Manager of Sino Horizon Holdings Limited and Hong Jing Construction Co., Ltd., ASE Social Enterprise Co.,Ltd., Director and CEO of ASE Environmental Protection and Sustainability Foundation; CEO of Chang Yao Hung-Ying Social Welfare and Charity Foundation; an honorary professor of the School of Law, Ming Chuan University; he is recognized as having the necessary work experience for the business of the Company. 3. Not under any of the circumstances specified in Article 30 of the Company Act. | As verified for compliance with applicable regulations regarding independence, including (but not limited to) the fact that the individual, their spouse, and their immediate family members (up to the second degree of kinship) have not served as Directors, Supervisors, or employees of the Bank or its affiliates; they have not held any shares of the Bank; they are not Directors, Supervisors, or employees of companies with which the Bank has a specific relationship. Additionally, they have not provided services in business, legal, financial, or accounting matters to the Bank or its affiliates in the past two years, and have provided a relevant declaration before assuming their position. | 0 |
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| Position | Criteria | Professional Qualification Requirements and Experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as Members of the Remuneration Committee |
|---|---|---|---|---|
| Member (Independent Director) | Jain-Rong Su | 1.Ph.D. in Economics, The Pennsylvania State University, USA; the former Chairperson of Taiwan Financial Services Coalition; Chairperson of Taiwan Academy of Banking and Finance; Minister of Finance; Political Deputy Minister of Finance; Commissioner, Department of Finance, Taipei City Government; Dean of the College of Public Affairs, National Taipei University; Professor of Public Finance, National Taipei University; he is recognized as having the necessary work experience for financial and banking operations. | ||
| 2.He is currently a professor and the dean of the College of International Finance, National Chengchi University, and a jointly appointed professor of National Chengchi University and National Taipei University, demonstrating his financial expertise. | ||||
| 3.Not under any of the circumstances specified in Article 30 of the Company Act. | As verified for compliance with applicable regulations regarding independence, including (but not limited to) the fact that the individual, their spouse, and their immediate family members (up to the second degree of kinship) have not served as Directors, Supervisors, or employees of the Bank or its affiliates; they have not held any shares of the Bank; they are not Directors, Supervisors, or employees of companies with which the Bank has a specific relationship. Additionally, they have not provided services in business, legal, financial, or accounting matters to the Bank or its affiliates in the past two years, and have provided a relevant declaration before assuming their position. | 0 | ||
| Member (Independent Director) | Chun-Tsung Lee | 1.Department of Accounting, Chung Yuan Christian University; the former independent director of Feei Cherng Enterprise Co., Ltd.; Financial Advisor to the Combined Logistics Command; CPA of Chi Sheng Accounting Firm; Chairperson of Kaohsiung City Certified Public Accountants Association; Director of the Accounting Research and Development Foundation; Supervisor of Kaohsiung Rapid Transit Corporation; he is recognized as having the necessary work experience for financial, accounting and banking operations. | ||
| 2.Currently a CPA of Guang Cheng Accounting Firm; Vice Director of National Federation of Certified Public Accountants Associations of the R.O.C. (Taiwan); Financial Advisor to the Navy Command, Ministry of National Defense; Supervisor of SUN BA Power corp., demonstrating his financial and accounting expertise. | ||||
| 3. None of the circumstances listed in Article 30 of the Company Act apply. | As verified for compliance with applicable regulations regarding independence, including (but not limited to) the fact that the individual, their spouse, and their immediate family members (up to the second degree of kinship) have not served as Directors, Supervisors, or employees of the Bank or its affiliates; they have not held any shares of the Bank; they are not Directors, Supervisors, or employees of companies with which the Bank has a specific relationship. Additionally, they have not provided services in business, legal, financial, or accounting matters to the Bank or its affiliates in the past two years, and have provided a relevant declaration before assuming their position. | 0 | ||
| Member (Independent Director) | Chin-Hsiung Chen | 1.Graduate Institute of Accounting, National Chengchi University; the former executive in the credit department at Bank of Communications; a lecturer at Fu Jen Catholic University; Chief Auditor of Tachan Securities Co., Ltd.; Chief Secretary, Taxation Administration, Ministry of Finance; Director-General, Local Tax Bureau of Taichung City Government; Director-General, Department of Planning, Ministry of Finance; he is recognized as having the necessary work experience for financial, accounting and banking operations. | ||
| 2.Not under any of the circumstances specified in Article 30 of the Company Act. | As verified for compliance with applicable regulations regarding independence, including (but not limited to) the fact that the individual, their spouse, and their immediate family members (up to the second degree of kinship) have not served as Directors, Supervisors, or employees of the Bank or its affiliates; they have not held any shares of the Bank; they are not Directors, Supervisors, or employees of companies with which the Bank has a specific relationship. Additionally, they have not provided services in business, legal, financial, or accounting matters to the Bank or its affiliates in the past two years, and have provided a relevant declaration before assuming their position. | 0 |
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II. Duties of the Remuneration Committee
(i) Drafting and periodically reviewing the policies, regulations, standards, and structures of performance evaluation and remuneration for directors and managers for at least one and a half years.
(ii) Periodically evaluating and drafting the remuneration for directors and managers for at least one and a half years.
III. Implementation of the Remuneration Committee
(i) Members of the Remuneration Committee: 4 persons.
(ii) A total of 3 meetings of the Remuneration Committee were held in the recent year, term of members from May 25,2023 to May 24,2026, members attendance was as follows:
| Title | Name | Attendance in Person | By proxy | Attendance ratio (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Tu-Tsun Wang | 3 | 0 | 100 | |
| member | Jain-Rong Su | 2 | 0 | 100 | Appointed on May 23,2025 |
| member | Chun-Tsung Lee | 3 | 0 | 100 | |
| member | Chin-Hsiung Chen | 3 | 0 | 100 |
Other matters that should be recorded:
-
If the Board of Directors refuses to accept or modify the suggestions of the compensation committee, the meeting date, term, agenda content, resolution and the bank's treatment of the compensation committee's opinion should be clearly stated (for example, if the Board of Directors approved a compensation structure that is better than the Compensation Committee's recommendation, the circumstance and the reason of the difference should be clearly stated): The Board takes the advice of the Remuneration Committee and approves the Committee's proposal on remuneration distribution.
-
If the members have opposite opinion or reservations against the resolution of the Compensation Committee and such opposing opinion or reservations have been recorded or documented, the meeting date, term, agenda content, the opinion of all members, of the Compensation Committee, and the treatment of the members' opinion should be clearly stated: None.
| Board of Directors | Content of the Motions in the session of the Board | Anything inscribed in Article 14-5 of the Securities and Exchange Act | Resolutions not approved by the remuneration committee but approved by more than two thirds of all Remuneration Committee members |
|---|---|---|---|
| The 19th session of the 15th Board of Directors (Mar.21, 2025) | 1. Proposal to set the Bank's 2024 director remuneration distribution ratio at 1.25% of the pre-tax profit, and presentation of the 2024 director remuneration allocation statement of the Bank. | ☑ | None |
| 2. To meet the needs of the overall operations, we propose to amend the “Table of Supervisory Differential Allowance for Managerial Positions and Above”. | ☑ | None | |
| Resolution of the Remuneration Committee of the Bank (Mar.4, 2025): | |||
| No.1: All the Members in session passed the motion in common consent. | |||
| No.2: All the Members in session passed the motion in common consent. | |||
| Response of the Bank to the opinions of the Remuneration Committee: | |||
| No.1: All the Directors in session passed the motion in common consent. | |||
| No.2: All the Directors in session passed the motion in common consent. |
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| Board of Directors | Content of the Motions in the session of the Board | Anything inscribed in Article 14-5 of the Securities and Exchange Act | Resolutions not approved by the remuneration committee but approved by more than two thirds of all Remuneration Committee members |
|---|---|---|---|
| The 22th - 23th session of the 15th Board of Directors (Jun.20, 2025 - Jul.18,2025) | 1. To reflect changes in the economic environment and maintain the Bank's salary competitiveness, a 3% salary increase for all employees is proposed for this year (2025). | ✓ | None |
| Resolution of the Remuneration Committee of the Bank (Jun.20, 2025): | |||
| The Remuneration Committee members unanimously agreed that, given the significant economic changes expected this year and next year, a 3% salary increase requires the consideration of a variety of factors including company profitability, talent competitiveness, employee performance, market conditions, and changes in the international financial situation. It is recommended to submit this proposal to the Board of Directors for thorough discussion. | |||
| Response of the Bank to the opinions of the Remuneration Committee: | |||
| All the Directors in session passed the motion in common consent. (Jul.18,2025) | |||
| The 25th session of the 15th Board of Directors (Sep.12, 2025) | 1. Presentation of the proposal for the regular review of the performance evaluation and remuneration of the Bank's directors, managers and business personnel. | ✓ | None |
| Resolution of the Remuneration Committee of the Bank (Aug.15,2025): | |||
| All the Members in session passed the motion in common consent. | |||
| Response of the Bank to the opinions of the Remuneration Committee: | |||
| All the Directors in session passed the motion in common consent. |
2.3.7 Duty, composition and Implementation of the Sustainable Development Committee
I. Members of the Sustainable Development Committee
The Bank's Sustainable Development Committee shall consist of no fewer than three members, who shall be appointed by resolution of the Board of Directors. Committee members shall possess professional knowledge and capabilities in corporate sustainability. More than half of the members shall be independent directors. The Committee shall be convened and chaired by the Chairperson of the Board. For further details, please refer to the section "Disclosure of Directors' Professional Qualifications and Independence of Independent Directors" in this chapter.
II. Duty of the Sustainable Development Committee
The duties and responsibilities of the Bank's Sustainable Development Committee are as follows:
- Deliberation on sustainable development plans and strategies.
- Deliberation on sustainable development initiatives.
- Review and evaluation of sustainable development outcomes (e.g., Sustainability Reports).
- Other matters related to sustainable development.
III. Implementation of the Sustainable Development Committee
- Members of the Sustainable Development Committee: 5 persons
- A total of 4 meetings of the Sustainable Development Committee were held in 2025, with the following details regarding the qualifications and attendance of its members:
Corporate Governance Report
K
| Title | Name | Attendance in Person | By proxy | Attendance ratio (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Yung-Sheng Chen | 2 | 2 | 100 | Appointed on Jun.30,2025 |
| Resigned on Mar.3,2026 | |||||
| member | Tu-Tsun Wang | 4 | 0 | 100 | |
| member | Jain-Rong Su | 3 | 0 | 100 | Appointed on May.23,2025 |
| member | Chun-Tsung Lee | 4 | 0 | 100 | |
| member | Chin-Hsiung Chen | 4 | 0 | 100 | |
| Convener | Meei-Ling Jeng | 2 | 0 | 100 | Resigned on Jun.30,2025 |
Note : Chairperson Tsui-Mei Hsu officially assumed office on March 4, 2026, and will continue to serve as the convener of the Sustainable Development Committee.
2.3.8 Implementation of the promotion of sustainable development and the differences and reasons from the code of practice for sustainable development of listed OTC companies
| Items | Operation | Differences and reasons with the Code of Practice for Sustainable Development of Listed OTC Companies | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| A. Does the bank establish a governance structure to promote sustainable development, and set up a dedicated (part-time) unit to promote sustainable development, which is authorized by the board of directors to handle senior management, and supervised by the board of directors? | ☑ | 1. To promote sustainable development, the Company has established a “Sustainable Development Committee,” which is subordinate to the Board of Directors. The Committee shall consist of at least three members, with more than half being independent directors. In principle, the Committee convenes four meetings annually, with the Chairperson serving as the convener and presider. The Committee’s responsibilities include reviewing and monitoring the execution of sustainable development policies, assessing the effectiveness of implementation, and reviewing the sustainability report (including material issues and stakeholders) and related matters. The implementation status and results are reported to the Board of Directors at least once a year. The Board reviews the effectiveness of sustainability efforts, management policies, and provides recommendations for further actions to achieve sustainable development. | ||
| 2. To implement the sustainable development policy, the Committee has established five working groups under its structure: “Corporate Governance,” “Environmental Sustainability,” “Responsible Finance,” “Employee Care,” and “Social Welfare.” The “Corporate Governance” working group is convened by the corporate governance officer, while the other groups are led by the Vice President of Business Supervision. Each group is responsible for overseeing its designated areas, and quarterly meetings are held to develop action plans based on the Committee’s directives. These plans are then reported to the Sustainable Development Committee for review or reference. | ||||
| 3. Board meetings were held on Aug.15,2025 and Feb.5,2026. The agenda included discussions on the “2024 Sustainability Report” (including material issues and stakeholder communication) and the “ESG Sustainable Development Goals,” among other items, to urge the Bank’s commitment to sustainable development and ensure the implementation of relevant policies. | No Deviation |
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| Items | Operation | Differences and reasons with the Code of Practice for Sustainable Development of Listed OTC Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary Description | |||
| B. Does the bank conduct risk assessments on environmental, social and corporate governance issues related to company operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies? | ☑ | 1. The risk assessment for this disclosure covers the Bank's business locations, from Jan.1,2025 to Dec.31,2025. | |||
| 2. The Bank follows the GRI Standards (2021) on materiality definitions, identifying key issues based on their impact level (positive or negative) and likelihood of occurrence. The evaluation focuses on the environmental, social, and other impacts. At the same time, relevant risk management policies have been established. For comprehensive information on the material issues and the implementation of risk management policies, please refer to the Bank's Sustainability Report. | |||||
| (Explanation for the top four topics of the identification results as follows) | No Deviation | ||||
| Material Issues | Evaluation Items | Management Policies and Strategies | |||
| Governance | Cybersecurity and Personal Data Protection | 1.The Bank has adopted the ISO27001 information security management and ISO22301 business continuity management system standards and obtained external certification. | |||
| 2.To maintain the security of the Bank's information systems, an "Information Business and Security Promotion Committee" was established to take charge of planning and supervising the Bank's information security maintenance operations, and to hold a meeting at least once a year. | |||||
| Money laundering prevention and combating terrorist financing | 1.The Bank regularly organizes education and training courses on Anti-Money laundering/countering the financing of terrorism (AML/CFT). | ||||
| 2.The Bank has formulated the "Guidelines for Anti-Money Laundering and Countering the Financing of Terrorism," "Policies and Procedures for Assessing Money Laundering and Counter Terrorism Risks and Formulating Prevention Plans," "Measures for the Management of Anti-Money Laundering and Combatting Terrorism Financing," and so on. At the same time, strengthen the relevant systems and the externally purchased database to assist the Bank's AML/CFT operations. | |||||
| Social | Employee compensation and benefits | Support freedom of association and promote proper leisure activities for employees, maintaining physical and mental health, enhancing employee benefits, and providing subsidies for club activities. | |||
| Talent Attraction and Retention | The Bank aims to build a happy workplace in all aspects through policies such as remuneration and benefits, talent retention, friendly workplace, lifelong learning, and retirement. | ||||
| Environment | Greenhouse Gas Inventory and Reduction | To implement carbon reduction, conduct greenhouse gas inspection and set annual energy conservation and carbon reduction targets. | |||
| Sustainable Procurement and Supplier Management | The Bank has implemented the ISO 20400 Sustainable Procurement Guidance and obtain certification to ensure that sustainability is integrated into the procurement process. |
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| Items | Operation | Differences and reasons with the Code of Practice for Sustainable Development of Listed OTC Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||
| Material Issues | Evaluation Items | Management Policies and Strategies | ||||
| Business | Preventing Financial Investment Fraud | The bank continuously collaborates with various units to organize anti-fraud advocacy activities and also holds several seminars in communities and institutions. In addition to sharing investment and financial management information with clients, the bank also promotes anti-fraud knowledge to prevent investment fraud. | ||||
| Digital Financial Innovation and Inclusion | Proactive digital transformation and digital financial innovation to provide customers with convenient and secure digital financial experiences, while continuously promoting inclusive finance policies to expand the market with diverse financial products. | |||||
| 3. This act fulfills its corporate social responsibility and promotes the balance and sustainable development of economy, society and environment. In accordance with the "Code of Practice for Sustainable Development of Listed OTC Companies" and relevant laws and regulations, the "Bank of Kaohsiung Co., Ltd." is established. The Code of Practice for Sustainable Development" is for the Bank's overall operational activities to follow. | ||||||
| C. Environmental issues | ||||||
| 1. Has the bank established an appropriate environmental management system according to its industrial characteristics? | ☑ | 1. The Bank has formulated the "The Bank Environmental and Energy Management Standards" to promote the Bank's environmental management systems and policies. | ||||
| 2. Since 2021, the Bank has implemented and obtained third-party certification for the ISO 14001 Environmental Management System, and has maintained the validity of the certification, fulfilling its responsibility for environmental management in the financial services industry. | No Deviation | |||||
| 2. Is the bank committed to improving energy efficiency and using recycled materials with low impact on the environment? | ☑ | 1. The Bank has formulated the "The Bank Environmental and Energy Management Standards" to promote the Bank's energy management systems and policies. | ||||
| 2. Since 2021, the Bank has been committed to enhancing energy efficiency and has implemented and obtained third-party certification for the ISO 50001 Energy Management System, maintaining the validity of the certification and fulfilling its responsibility for energy management in the financial services industry. Specific actions include: | ||||||
| (1) Reducing electricity consumption: The annual energy-saving target is set at 1%, achieved through specific actions such as gradually replacing lighting equipment with LED energy-saving lamps, increasing the air conditioning temperature by 1 to 2 degrees, regularly maintaining equipment and cleaning filters, installing air circulation fans to improve cooling efficiency, and turning off or unplugging business equipment after work. In 2025, the bank's total electricity consumption was approximately 4.23 million kWh (consisting of 3.99 million kWh from Taipower and 240,000 kWh from renewable energy), representing a 5.4% reduction compared to approximately 4.47 million kWh in 2024. | ||||||
| (2) Save water: adjust the flushing volume for sink faucets and sensor-type urinals. | ||||||
| (3) Reducing fuel consumption: The Company applies the principle of carpooling for the allocation of official vehicles and encourages walking or using public transportation for official trips. In addition, it is gradually replacing its official vehicles with hybrid models. Starting in 2024, all 44 official vehicles will be replaced with hybrid vehicles as their leases expire. Currently, 18 vehicles have been replaced, representing 41% of the total replacement plan. | ||||||
| (4) Paper saving: The whole bank gradually promotes paperless, promotes the online document signing system, promotes digital exclusive service counters in each business unit, and comprehensively reviews the feasibility of adopting paperless for various operations. | No Deviation |
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| Items | Operation | Differences and reasons with the Code of Practice for Sustainable Development of Listed OTC Companies | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 3. Whether the bank assesses the current and future potential risks and opportunities of climate change to the enterprise, and takes relevant countermeasures. | ☑ | 1. Financial impact: The current financial impact of climate change on the Bank is mainly due to the greenhouse effect and the increase in ambient temperature, which increases the demand for air-conditioning systems. Replaced with high-efficiency mainframes, and newly established business locations have fully adopted inverter air-conditioning systems. When necessary, indoor air circulation fans are installed to improve the average cooling efficiency of the space and reduce the burden on the air-conditioning system, so the financial impact of the Bank is not large. | ||
| 2. Other risks and opportunities: At present, there are no other risks and opportunities arising from significant climate change, which will cause significant changes to the Bank's operations, income or expenses. | No Deviation | |||
| 4. Has the bank counted the greenhouse gas emissions, water consumption and total weight of waste in the past two years, and formulated policies for greenhouse gas reduction, water use reduction or other waste management? | ☑ | 1. Upon completion of the 2025 inventory, the Bank's greenhouse gas emissions are detailed in Section 1-4-1, "Greenhouse Gas Inventory Information." Total water consumption was 19,425,000 liters, and the total weight of waste (general refuse) was 47,177 kilograms. | ||
| 2. The Bank has established key points for environmental and energy management, in accordance with the ISO 14001 Environmental Management System standard, and continues to improve its environmental performance. For more details, please refer to the 2025 Sustainability Report – D. Social Issues. | No Deviation | |||
| D. Social issues | ||||
| 1. Does the bank formulate relevant management policies and procedures in accordance with relevant laws and international human rights conventions? | ☑ | The relevant personnel rules and regulations of the Bank are formulated in accordance with the relevant labor laws and regulations to clearly regulate the rights and obligations of employees, and in order to protect the rights and interests of employees, since 2002, we have signed a "group agreement" with the bank's enterprise trade union (three-year Covenant), most of the content agreed in the collective agreement is superior to the current relevant labor laws and regulations. | No Deviation | |
| 2. Does the bank formulate and implement reasonable employee welfare measures (including remuneration, vacation and other benefits, etc.), and appropriately reflect the operating performance or results in employee remuneration? | ☑ | The Bank has established work rules and related personnel management regulations, which cover the basic wages, working hours, vacations, pension payments, labor and health insurance benefits, and occupational accident compensation of the employees employed by the company, all of which comply with the relevant provisions of the Labor Standards Act. The Employee Welfare Committee is established to operate through the Welfare Committee elected by the employees to handle various welfare matters; the Bank's remuneration policy is based on personal ability, contribution and performance, etc., which is positively related to business performance. | No Deviation | |
| 3. Does the bank provide employees with a safe and healthy working environment, and conduct regular safety and health education for employees? | ☑ | 1. The Bank implements a "Safety Maintenance Plan" every year, and conducts emergency drills, typhoon flooding and other disasters drills, earthquake drills, and fire drills to strengthen safety education. | ||
| 2. The Bank has implemented the "Occupational Health and Safety Management Plan" every year: | ||||
| (1) In addition to inviting medical staff to conduct on-site interviews every month, the company organizes health examinations at its expense every year, and has taken out group insurance for employees. | ||||
| (2) On-the-job education and training for occupational safety and health managers and management personnel, and first-aid personnel are held every year; fire safety seminars and drills are held every six months. | ||||
| 3. The Bank attaches great importance to the safety and health of the working environment. In addition to the ISO 14001 environmental management system certification for the headquarters building, the Bank conducts drinking water quality maintenance is outsourced every month, and conducts drinking water sample testing, indoor air quality testing, safety equipment inspections, and public safety inspections of buildings every two years. | No Deviation |
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| Items | Operation | Differences and reasons with the Code of Practice for Sustainable Development of Listed OTC Companies | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 4. Does the bank establish an effective career development training program for employees? | ☑ | According to the annual training plan, the Bank conducts various internal and external study and training courses on a regular and irregular basis every year to enrich employees' own academic and career capabilities. | No Deviation | |
| 5. Regarding issues such as customer health and safety, customer privacy, marketing and labelling of products and services, does the bank follow relevant laws and international standards, and formulate relevant policies and complaint procedures for the protection of consumers or customers' rights and interests? | ☑ | This behavior continues to comply with the relevant regulations and international standards for consumer rights protection of the competent authorities, except that the "Administrative Measures for Advertising, Business Solicitation and Business Promotion Activities", "Customer Information Confidentiality Guidelines", "Consumer Protection Guidelines" and " In addition to the "Guidelines for Handling Customer Complaints and Dispute Cases", the "Personal Data Management Policy", "Personal Data Management Organization and Division of Powers and Responsibilities", "Personal Data Management and Supervision Operational Measures", "Personal Data File Infringement Incidents" have been newly revised. "Emergency Response Operation Points" and other norms to protect customer privacy, marketing and labeling and other consumer rights, and establish customer complaint and dispute case handling procedures. | No Deviation | |
| 6. Does the bank formulate a supplier management policy, requiring suppliers to follow relevant norms on issues such as environmental protection, occupational safety and health, or labor rights, and their implementation? | ☑ | The Bank has formulated the "The Bank Supplier Environmental and Corporate Social Responsibility Management Policy", which sets regulations on labor rights and human rights, labor health and safety, environmental protection and other issues; suppliers or partners enter into procurement contracts or cooperation contracts with the Bank, When signing a lease contract with the leased real estate of the Bank, the management policy must be incorporated into the contract or as an appendix to the contract. If there is any violation, the Bank may terminate or rescind the contract at any time with a written notice, and announce it on the Bank's corporate website "Interests and Benefits" Related Persons - Suppliers" section. | No Deviation | |
| E. Does the bank refer to the internationally accepted reporting standards or guidelines to prepare reports such as sustainability reports that disclose the bank's non-financial information? Has the previous disclosure report obtained the assurance or assurance opinion of the third-party verification unit? | ☑ | The Bank has disclosed its indicators in accordance with the GRI Standards, industry standards, standards on material topics, and GRI G4 financial industry-specific standards issued by the Global Reporting Initiative (GRI) with reference to the Sustainability Accounting Standards Board (SASB) standard to disclose industry indicators and information, the United Nations Sustainable Development Goals (SDGs) and the Comparison Table of Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies to prepare the sustainability report. From the 2021 Sustainability Report, a confident opinion from a third-party verification unit will be obtained. | No Deviation | |
| F. If the bank has its own sustainable development code in accordance with the "Code of Practice for the Sustainable Development of Listed OTC Companies", please describe the difference between its operation and the established code: The Bank implements corporate governance, develops a sustainable environment, and safeguards society. It is no different from implementing the Bank's sustainable development in terms of public welfare, strengthening corporate responsibility information disclosure, and indeed in accordance with the Bank's Code of Practice for Sustainable Development. | ||||
| G. Other important information to help understand the implementation of sustainable development: please refer to "Corporate Responsibility and Ethical Conduct" on pages 91-95 and the Bank's Sustainable Development Report. |
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2.3.9 Information on climate
I. Information on climate related action.
| Items | Pursuit |
|---|---|
| 1. Specify the monitoring and governance by the Board and Management regarding the risk and opportunity pertinent to the climate. | 1. Board of Directors: |
| (1) The highest decision-making body for climate risk management and the ultimate responsibility for the Bank's climate risk management policies. | |
| (2) The Board of Directors approves the overall climate risk management policies and major decisions based on the overall business strategy and business environment to ensure the effective operation of the climate risk management mechanism. | |
| 2. Audit Committee: | |
| Review the management system of important climate-related risks and supervise the implementation of the climate risk management system. | |
| 3. Risk Management Committee: Regularly review various climate risk management-related indicators. | |
| 2. Specify how the risk and opportunity pertinent to the climate as identified affect the business, strategy, and financial position of the enterprise (short-term, mid-term, and long-term). | The details are shown in Table 1-1 below. |
| 3. Specify the influence of extreme climate incidents and transformation in action on the financial position. | The details are shown in Table 1-2 below. |
| 4. Specify how the process of the identification, assessment, and management of climatic risk integrate the overall risk management system. | BOK has sorted out risk events at significant levels on the basis of the identified climate-related risks and the opportunity matrix results thereby identify the impacts and frequency of their occurrence in order to assess the association of the risks, potential influences, and financial position of BOK as a reference for establishing the risk management system. |
| 1. BOK has established the "Climate-related Risks Management Guidelines" for the Clearly demarcate climate risk management-related organizations and responsibilities. | |
| 2. Based on the results of the identified climate risk and opportunity matrix, the major risk events are screened out, their impact and frequency of occurrence are identified, and the potential impact of risks on the Bank and their financial relevance are assessed as the basis for responding to the risk management system. | |
| 5. If resilience is taken into account in the assessment of the risk of climate change with the use of scenario analysis, explain the scenario, parameters, hypothesis, factors of analysis, and major impact on finance. | The scenario analysis was conducted for the Bank's domestic and foreign credit and investment positions according to the methodology in "National Bank Climate Change Scenario Analysis Planning" stipulated by the Bankers Association of the Republic of China, the macroeconomic factors are based on the "Net Zero 2050", "Delayed Transition", and "Fragmented World" scenarios of the Network for Greening the Financial System (NGFS), and the environmental factors are based on the "SSP1-1.9", "SSP1-2.6", and "SSP2-4.5" scenarios generated by the 6th Assessment Report (AR6) of the UN Intergovernmental Panel on Climate Change (IPCC). The Bank discloses the analysis results in the Sustainability Report and TCFD Report every year. |
| 6. If there is a transformation plan in response to the management of related climatic risks, specify the content of the plan, and the indicators for identifying and managing substantive risk and transformation risk, and the objectives. | The details are shown in Table 1-3 below. |
| 7. If internal carbon pricing is adopted as the tool, specify the foundation of price setting. | In 2025, the Bank held an internal carbon management competition, achieving a total carbon reduction of 94,718 kg/CO2e or a 7.8% carbon reduction rate. Following the competition, the Bank will plan for internal carbon pricing in response to the goal of "2050 Net Zero Carbon Emissions". |
| 8. If objectives related to the climate have been set, specify the activities covered, the scope of greenhouse gas emissions, the planning period, and information on annual attainment. If carbon offset or RECs is adopted to achieve the related objectives, specify the sources of the quota of carbon offset and offset quantity, or the RECs quantity. | In accordance with ISO 14064-1:2018, the Bank has been conducting carbon inventory on its corporate headquarters building and 49 branch locations since 2022 to achieve carbon reduction and sustainable development goals. To further this commitment, the Bank has implemented a reduction plan for electricity consumption, fuel use in official vehicles, and water resources starting in 2022. In 2025, compared to 2024, the Bank achieved a 5.4% reduction in total electricity consumption, a 9.3% reduction in official vehicle fuel usage, and a 16.1% decrease in water consumption per capita. Regarding renewable energy, a total of 238,625 kWh was offset through physical wheeling, while 125,000 kWh was offset through the procurement of Renewable Energy Certificates (T-RECs) for biomass energy. |
| 9. Greenhouse gas inventory and assurance, reduction targets, strategies and specific action plans (fill in 1-4&1-5). | The details are shown in Table 1-4&1-5below. |
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1-1 The influence of climate-related risks and opportunities on the business, strategy, and financial position of an enterprise
| Priority | Risk topic | Potential influence on operation and financial position | Responding strategy of BOK | Timing |
|---|---|---|---|---|
| 1 | Insufficient deployment of sustainable finance affects market competitiveness. | 1. Investors' growing requirements for banks to meet ESG standards restrict capital flow, increase financing costs, and damage brand image and market appeal. | ||
| 2. In the long run, failing to actively develop sustainable finance will weaken the Banks' risk management capabilities and lead to missing the opportunities for stable growth. | 1. ESG education and training is provided to promote the courses on "Banking Practices on Net Zero Transformation" and "Green Power Transaction Models". | |||
| 2. Short-term action plans are formulated and submissions of a report on the evaluation indicators implementation progress is reported to the Sustainable Development Committee every quarter. | ||||
| 3. An "ESG wealth management product" section is set up on the official website to facilitate the selection of sustainable fund products. | ||||
| 4. A sustainable fund screening tool is introduced to assess ESG factors in accordance with the "Trusted Investment in Financial Product Review Guidelines", and selection of fund targets is conducted with reference to the TDCC's "ESG fund section". | ||||
| 5. The Bank optimizes online services on the official website, including a form-free section and virtual account services, to improve operational efficiency. | ||||
| 6. The Bank has established multiple communication channels, including a 24-hour customer service center and online smart customer service, to provide real-time consultation services. | Short- and medium-term | |||
| 2 | Stricter sustainability regulations impact credit and investment portfolios. | 1. A more rigorous ESG performance review of the financing targets is necessary, and failure to meet the standards make it difficult to obtain financing support, thereby limiting the scope of the Bank's credit. | ||
| 2. The financing targets may need to make a large amount of capital investment to meet the new regulations, thereby affecting their profitability; and if the financing targets fail to achieve the regulatory sustainability goals (e.g., carbon emissions), they may be fined or sustains increased financing costs, further increasing their financial pressure and causing the Bank's credit risk to increase. | ||||
| 3. We pay attention to the ESG performance of the investment targets. Those that did not meet regulatory requirements may pose risks of reduced investment returns to the Bank or cause declining investment market demands. | ||||
| 4. Failure to comply with ESG regulations may lead to damage to the Image of the Bank and affect our ability to attract investors and partners. | 1. We engage external advisers to provide guidance for the SBTi carbon reduction target project, collection of the PCAF data, and improvement of the quality. | |||
| 2. We formulate an ESG risk level assessment form and an external incident reporting form on the intranet for employees to enter data, and provide a query function to support post-loan management. | ||||
| 3. We conduct post-loan management according to the "Directions for Sustainability Loan Reviews" and take corrective actions, including improvement requirements, restrictions on use of loans, interest rate increases, or gradual loan recall, against borrowers who violate ESG risk requirements or sustainable development conditions. | ||||
| 4. We complete the "ESG Investment Checklist" before investment in accordance with the "Directions for Sustainability Investment", and incorporate ESG assessment items, such as Sustainalytics ESG Risk Ratings and Taiwan Stock Exchange's "Corporate Governance Evaluation". | ||||
| 5. We gather the quarterly financial, business, and ESG information of the investees which belong to a sensitive industry or experience negative ESG events. | short term | |||
| 3 | Sustainability regulations and increased compliance costs | 1. More resources are needed to comply with emerging sustainability regulations, such as establishing a dedicated ESG department, strengthening data collection mechanisms, and investing resources in education and training, and these increase the administrative and operating costs. | ||
| 2. Energy transition-related policies, including carbon taxes and fees as well as mitigation and adaptation measures announced by the government such as other carbon pricing mechanisms, might affect our operations and we might violate regulations. As the result, we might be sanctioned or penalized accordingly. | 1. We use the "Regulations Addition and Amendment Reporting System" to report updates on sustainability-related laws and regulations, ensuring that the business administration unit can promptly reviews and revises internal regulations. | |||
| 2. We implement electronic environmental and energy management systems under ISO 14001 and ISO 50001 to improve data collection and processing efficiency. | ||||
| 3. A form-free section is provided on the official website to reduce paper consumption in the business operations. | short term |
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| Priority | Risk topic | Potential influence on operation and financial position | Responding strategy of BOK | Timing |
|---|---|---|---|---|
| 4 | Insufficient digital financial transformation affects competitiveness. | As customer demand for digital services grows, failing to provide convenient digital financial services could lead to loss of customers and reduced business, potentially weakening the Bank's market competitiveness and further impacting revenue and profitability. | 1. The setup of a new mobile banking app is proposed to enhance customer financial service experience. | |
| 2. An online consumer finance loaning platform is introduced to provide online loaning services. | ||||
| 3. We optimize the foreign exchange function of the mobile banking app to enhance convenience. | ||||
| 4. A corporate finance network is provided as a digital transaction channel for customers to transact with BOK. | Short- and medium-term | |||
| 5 | Impact of extreme weather events on operations | 1. Extreme climate events such as typhoons, floods, or earthquakes may cause damage to the branches, offices, data centers, or IT machines, resulting in business interruption, impact on the stability of online and offline services, and reduction of customer service experience. | ||
| 2. Increased capital expenditure is required to ensure the disaster-resistant capability of the infrastructure. This will increase the operating costs of the Bank and require continuous investment to support post-disaster recoveries and upgrades of disaster prevention technology. | 1. Uninterrupted power supply systems at all locations are set up and waterproof gates are installed for some branches to prevent disasters from disrupting the operations. | |||
| 2. The information building is equipped with an uninterruptible power supply (UPS) and a large generator A waterproof baffle is mounted on the first floor to ensure power and flood safety. | ||||
| 3. We consult with consulting firms to plan and implement the ISO 22301 Business Continuity Management System (BCMS). | short term | |||
| Priority | Opportunity type | Potential influence on operation and financial position | Development policy of BOK | Timing |
| 1 | Innovation in Digital and Sustainable Finance | 1. Enhancing the efficiency in the automation and data processing can overcome the spatial and temporal limitations and provide more real-time services. | ||
| 2. Enhancing the efficiency in the interaction between the bank and customers, providing more personalized services, optimizing customer experience and loyalty can increase the external competitiveness. | 1. We optimize online services to improve operational efficiency and reduce carbon emissions. | |||
| 2. We develop a smart text-based customer service system to optimize the customer communication experience. | ||||
| 3. ESG digital financial services are developed for customers to digitize green financing and sustainable linked loans. | ||||
| 4. A smart financial product recommendation service is added in line with the optimization of online and mobile banking functions. | ||||
| 5. We expand the collaboration with life insurance companies and promote mobile insurance services all-around to deepen ESG sustainable operations. | ||||
| 6. The functions of the digital platform system are optimized continuously based on customers' feedback. | Short- and medium-term | |||
| 2 | Developing green finance to expand the market | 1. Green financing solutions can attract corporate customers that meet environmental requirements and expand the premium credit loan market. The green loan can strengthen long-term cooperation with businesses and enhance their sustainable development image. | ||
| 2. As green investment opportunities increases both domestically and internationally, and more attention is paid to sustainability issues, the market demand for consumer financial products related to sustainability may increase. | 1. We continue promoting green power and net zero projects to help businesses create a long-term sustainably developed market. | |||
| 2. We continue integrating PRI principles into wealth management product strategies to promote long-term sustainable investment value. | short term | |||
| 3 | Development of low-carbon sustainable financial products | 1. Consumers are increasingly focused on climate change and low-carbon issues, and the Bank can develop and promote low-carbon wealth management products, or improve carbon emission information disclosure, to meet consumer demands for sustainable finance and help them make more environmentally conscious investment choices. | ||
| 2. The provision of convenient digital services helps reduce carbon emissions from consumer transactions. | 1. Online banking and APP functions are enhanced, with smart trust planning services to be added accordingly in the future. | |||
| 2. We continue to monitor digital financial applications among the peers and evaluate the development of related sustainable finance functions. | short term |
Note: short-term within 1 year (inclusive); medium-term over 2 year to 5 years (inclusive); long-term over 5 years.
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Corporate Governance Report
55
1-2 The influence of climate-related events and transformation movements on financial positions.
| Priority | Event | Potential influence on operation and financial position |
|---|---|---|
| 1 | Strict policies | · Cost of operation increased due to the compliance with applicable laws and policies. |
| · Set up a higher standard for the review and approval of lending and investment, which in turn drives up the cost of operation. | ||
| 2 | Research and development of financial products | · Development and promotion of products for higher return. Yet, the cost of operation was also driven up. |
| · Upgrade service quality and improve corporate image. | ||
| 3 | Devaluation of collateral for loans | · Impact from natural disasters that caused devaluation of collateral. |
| · Impairment of assets for enterprises that hampered the ability to repay debts, and the probability of default (PD) became higher. | ||
| 4 | Operation loss | · Asset impairment for the sites of the banking locations. |
| · Abnormal weather increased the operation risk of operation interruption. | ||
| · Pushed up the cost of operation. | ||
| 5 | Employee injury | · The risk of injury to employees in the course of commuting increased. |
1-3 Substantive risk and transformation risk
| Type | Item | Goal |
|---|---|---|
| Transformation Risk | High pollution/high power consumption industries | · Identifying the Bank's high-sensitivity industries, setting limits on the total credit and investment balances for these industries, and regularly reporting the monitoring status. |
| · Incorporating ESG sustainability factors into investment and financing business development and operational processes, implementing sustainable development, and leveraging the influence of the financial industry. | ||
| Substantive Risk | Greenhouse gas inspection | · Setting reduction targets for Scope 1 and 2 at 4.2% annually starting from 2025. |
| · Adopt the Science Based Targets initiative (SBTI) and set carbon reduction targets for investment and lending portfolios. |
1-4 Greenhouse Gas Inventory and Assurance Status of the Bank in the Recent Two Years
1-4-1 Greenhouse Gas Inventory Information
State the greenhouse gas emission volume in the last two years in tonnes CO2e, intensity in tonnes CO 2 e/NTD million, and data coverage.
FY2024 | Emissions were 2,926.394 metric tons CO2e, with an intensity of 0.667 metric tons CO2e per NT$ million.
| FY2025 | Location-based Method | Market-based Method |
|---|---|---|
| Emissions (Metric Tons CO2e) | 2,696.844 | 2,525.551 |
| Intensity (Metric Tons CO2e / NT$ Million) | 0.5371 | 0.5030 |
1-4-2 Information on Greenhouse Gas Assurance
Describe the status of assurance in the last 2 years up to the date of publication of the annual report, including the scope of assurance, institutions of assurance, criteria of assurance, and opinions of assurance.
Assurance range: The 49 branches of the Bank.
Assurance institution: SGS
Assurance criteria: ISO 14064-1:2018
Assurance opinion: None
1-5 Greenhouse Gas Reduction Goals, Strategies, and Concrete Action Plans
Describe the greenhouse gas reduction base year and data, reduction goals, strategies, and concrete action plans and achievement of the reduction goals.
Base year: In 2022, the emission was 3,036.136 tonnes CO2e.
Reduction target: 4.2% year-on-year.
Strategy and concrete action plan: Renewal of major energy equipment in business locations, installation of solar photovoltaic panels, replacement of corporate vehicles, purchase of green electricity.
Status of reduction target achievement: The 2025 strategies and concrete action plans have been finalized. We will continue to pursue our 4.2% annual reduction target in 2026.
2025
ANNUAL REPORT
Corporate Governance Report
2.3.10 The pursuit of ethical corporate management and the difference between ethical corporate management Best Practice Principles for TWSE-listed and TPEx-listed Companies, and the reasons for the difference
| Items | Operation | Deviations from "Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies" and reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| A. Codifying ethical corporate management best practice principles and plans. | ||||
| 1. Has the Bank instituted the Ethical Corporate Management Policy passed by the Board, and specified in its internal rules and regulations and external documents of the policies and practices of ethical corporate management, and the commitment of the Board and the senior management in the proper pursuit of ethical corporate management policy? | ☑ | 1. The Bank has established the "Ethical Management Best Practice Principles" (hereinafter referred to as the "Principles") and the "Ethical Management Policy", both approved by the Board of Directors, as the benchmark for implementing the Bank's ethical corporate management policy. These documents specify that directors, managers, employees, and fiduciaries must not engage in unethical conduct in the course of their business activities. In accordance with relevant regulations, all directors and managers at the level of Vice President and above, including one independent director elected at the 2025 shareholders' meeting and one representative director appointed by the Kaohsiung City Government, a corporate shareholder of the Bank, on January 28, 2026, to a total of 17 parties are requested to sign the "Ethical Management Policy Compliance Statement and Commitment Letter" to ensure that all of the Bank's business decisions and operations are based on "integrity". | ||
| 2. To foster a corporate culture of ethical management and ensure senior management adheres to ethical standards, the Bank has established the "Accountability Map System Implementation Regulations", which was approved by the Board of Directors. These regulations specify the accountability system and procedure for the Chairperson and senior management at the branch manager level and above. The Audit Committee at the Board level is designated as the accountability committee, and the Board of Directors serves as the final authority for holding senior management accountable for any unethical conduct, thereby strengthening the effective implementation of the commitments. | No Deviation | |||
| 2. Has the Bank established the mechanisms for the evaluation of the risk of unethical practices with routine analysis and evaluation of business activities exposing the high risk of unethical practices based on which the Bank mapped out the policy for the prevention of unethical practices covering at least Paragraph 2 in Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE-listed and TPEx-listed Companies." | ☑ | According to patterns specified in Article 2 of the Principles, the Bank requires each unit to assess the frequency and impact of unethical conduct incidents within the scope of its responsibility. For business items assessed as having a higher risk of unethical conduct (i.e., medium-high risk or higher), the business unit in charge is required to formulate corresponding preventive measures and plans in addition to existing operational regulations to strengthen the prevention of unethical conduct. According to the analysis of the risk evaluation matrix conducted by each unit this year, none of the business items reach the medium-high risk level or higher in terms of the risk value. However, the risk value of some self-evaluation items is relatively high, and the management unit in charge of the business is notified on June 16, 2025 to monitor this continuously to prevent unethical conduct effectively. | No Deviation |
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57
| Items | Operation | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies” and reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 3. Has the Bank explicitly stated the operation procedure, code of conduct, penalty on violation, and the system of complaint in the policies for the prevention of unethical practices with proper pursuit of the policies, and conducted routine review with amendment to the policies? | ☑ | 1. This code of conduct is established with reference to the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and the “Procedures for Ethical Management and Guidelines for Conduct” issued by the Taiwan Stock Exchange. It is further supplemented by internal operational regulations and business manuals, such as the “Code of Ethical Conduct,” serving as a standard for various units to follow when carrying out business operations, in order to effectively prevent dishonest behaviors such as corruption and bribery. | ||
| 2. The Bank has established a whistleblowing system and provides training and education on the Principles, the “Codes of Ethical Conduct,” and “Practitioner Service Rules”; the Bank has also established the “Regulations for Practitioner Rewards and Penalties”, stipulating that disciplinary actions will be taken against unethical conduct based on the severity of the violation. | ||||
| 3. The policies and measures for the prevention of unethical practices as mentioned in the preceding paragraph will be subject to amendment on the basis of the annual assessment results for assuring effectiveness. | No Deviation | |||
| B. Implementing ethical operations | ||||
| 1. Does the bank evaluation the record of ethics of its transaction counterparties and expressly provide ethical conduct clauses in contracts signed with its transaction counterparties? | ☑ | The Principles specify that the Bank shall consider the legitimacy of the counterparty and whether it has engaged in unethical conduct before engaging in a business transaction, and shall avoid dealing with those involved in unethical conduct. For example, in procurement operations, the Bank signs contracts (such as the Supplier Environmental and Corporate Social Responsibility Management Policy) with counterparties. These contracts include compliance with an ethical management policy and grant the Bank the right to terminate or cancel the contract with written notice if a any counterparty engages in unethical conduct. For example, in loaning operations, before establishing a loaning relationship with a customer, the Bank conducts qualification reviews and stakeholder inquiries according to relevant regulations, and stipulates a reasonable review period in the agreement. The agreement shall also declare the interest rate of the loan, clarifies the rights and obligations of both parties, and states that “documents provided by the counterparty to the Bank must be truthful and accurate.” If this is not the case, the Bank reserves the right to consider the loan due and demand full repayment. Furthermore, the establishment and amendment of the agreement shall be reviewed by the legal compliance department to ensure legality and give opinions to ensure compliance with applicable laws. In investment business, for example, the Bank shall avoid transactions with those that have a history of unethical conduct. The name of the potential transaction partner shall be checked in advance to make sure if it is recorded in the sanction list related to anti-money laundering and counter-terrorism financing. If the transaction partner is confirmed to be on a blacklist, establishing a business relationship shall be declined. | No Deviation | |
| 2. Has the Bank established a designated a body for the advocacy of ethical corporate management under the direct supervision of the Board, with a report to the Board at regular intervals (at least once a year) on the policy of ethical corporate management and the plans for the prevention of unethical practices, and the supervision of the pursuit of the policy? | ☑ | The Secretariat of the Board is the designated body for the performing the duties pertinent to the pursuit of ethical corporate management. It is charged with the duties of studying, amending and establishing this principle and the “Ethical Corporate Management Policy” and put together the results of respective functional units in the pursuit of ethical corporate governance and the measures taken for reporting to the Board. | No Deviation |
2025
ANNUAL REPORT
Corporate Governance Report
| Items | Operation | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies” and reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 3. Has the bank drafted policies that prevent conflict of interest, provide proper channels of complaints, and implement them? | ☑ | 1. To reduce the risk of unethical conduct arising from conflicts of interest, Article 19 of the Principles, Article 47 of the “Corporate Governance Best-Practice Principles”, Article 17 of the “Rules and Procedures of Board Meetings,” Article 11 of the “Organizational Regulations of Audit Committee”, Article 10-1 of the “Organization Regulations of Remuneration Committee”, and Article 10 of the “Organization Regulations of Sustainable Development Committee” stipulate that when the content of a proposal involves a conflict of interest for a director or independent director, relevant important content must be described. In addition to recusing themselves from discussion and voting, they may not exercise voting rights as or by a proxy. Where any natural persons or legal entities with a relationship to a director or independent director and having a conflict of interest in a proposal, the director or independent director shall be considered having a conflict of interest in that proposal and shall fulfill the recusal obligation. |
- The Bank’s “Credit Policy and Credit Guidelines” include provisions governing related-party transactions and prohibit unsecured loans to the companies in which the Bank holds more than 3% of the total paid-in capital, or to the responsible person of the Bank, the Bank’s employees, major shareholders, or any interested parties of the Bank’s responsible person or those in charge of loaning matters, with the exceptions of loaning to consumers and governments. If a loan with collateral is granted to the companies in which the Bank holds more than 5% of the total paid-in capital, or to the responsible person of the Bank, the Bank’s employees, major shareholders, or any interested parties of the Bank’s responsible person or those in charge of loaning matters, those concerned shall provide full collaterals, and the terms shall not be more favorable than those offered to other similar loan recipients. If the amount of the loan reaches or exceeds the threshold specified by the central competent authority, the loan requires approval by more than three-quarters of the directors present at a board meeting at which more than two-thirds of all directors’ present.
The aforementioned credit limit, total credit balance, credit conditions, and other similar loan recipients shall be determined by the central competent authority in consultation with the central bank. Loans to “stakeholders” shall be handled in accordance with Article 32, Article 33, Article 33-1, Article 33-4 and other relevant articles of the Banking Act, relevant orders of the competent authority, and relevant regulations of the Bank. We have established a stakeholder information database to ensure appropriate management of transactions with stakeholders.
In accordance with the “Guidelines for Hierarchical Responsibility and Authorization in Review of Credit Cases” of the Bank, any credit cases involving the Bank or any interested parties must be escalated to the next higher level for approval to prevent conflict of interest.
- In accordance with the “Regulations for Prevention of Insider Trading and Conflicts of Interest in Wealth Management Business”, the Bank has established an appropriate mechanism for preventing insider trading and conflicts of interest in the wealth management business, with relevant specifications clearly stated in the “Preventive Measures for Conflicts of Interest” under the “Self-Discipline Provisions for Wealth Management Personnel”. All wealth management personnel shall sign the above self-discipline provisions and observe them strictly. Relevant contents are as follows:
(1) Wealth management personnel shall not agree to share profits or losses with customers, nor shall they directly or indirectly request, promise, or accept improper money, financial benefits, or other advantages that compromise their professional judgment | No Deviation |
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| Items | Operation | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies” and reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| and objectivity in performing their duties. | ||||
| (2)Wealth management personnel shall not use their positions to engage in short-term speculative activities (such as exchange arbitrage, interest arbitrage, etc.) for personal gains. | ||||
| (3)Wealth management personnel shall not promote or sell any financial products or services not approved by the Bank to any person. | ||||
| (4)When wealth management personnel learn from a customer information related to purchase or sale of a product that could create a conflict of interest or lead to improper gains, they shall not engage in the purchase or sale of that product or any related insider trading. | ||||
| (5)Wealth management personnel shall not compromise their objectivity and impartiality by recommending specific products to customers in pursuit of rewards or returns. | ||||
| 4. When engaging in trust business, the Bank shall protect the rights and interests of the principal and beneficiary, properly protect trust assets, and observe laws and regulations related to transactions with interested parties. In accordance Article 27, Paragraph 4, of the Trust Enterprise Act, the Bank has formulated the “Prevention Policy and Guidelines for Transactions with Interested Parties in Trust Business” to specify the prevention policies and guidelines for such transactions and implement ethical management. | ||||
| We provide appropriate channels as follows for trust beneficiaries to express their opinions, as specified in the contract and disclosed on our official website: | ||||
| Complaint hotline: | ||||
| (1) 24-hour toll-free hotline: 0800-751068 | ||||
| (2) Trust business complaint hotline: 07-2383530 | ||||
| (3) Email: [email protected] | ||||
| 4. Has the Bank established an effective accounting system and internal control system for the proper pursuit of ethical corporate management, and has the internal audit function mapped out related audit plans with reference to the result of risk assessment on unethical practices for assurance of compliance with related plans for the prevention of unethical practices, or retained certified public accountants to conduct the audit? | ☑ | 1. To ensure ethical management, the Bank has established an accounting system in accordance with the “International Financial Reporting Standards” approved by the Financial Supervisory Commission and the “Accounting System Model for the Banking Industry” formulated by the Bankers Association of the Republic of China. We have also formulated an internal control system guideline in accordance with the “Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries” to establish three lines of internal control, including a self-audit system, a legal compliance system, a risk management mechanism, and an internal audit system. Responsible units formulate clear management regulations and business guidelines, and make timely amendments as required to facilitate actual operations and maintain an effective operation of the internal control system. | ||
| 2. The Bank’s quarterly financial reports are audited (reviewed) by CPAs every quarter. We appoint CPAs to conduct special audits annually, issue agreed-upon procedure reports, and submit them to the Audit Committee and the Board of Directors. The Bank is subject to internal audit and external inspection conducted by the Financial Examination Bureau to ensure ongoing effectiveness of the design and execution of the accounting and internal control systems. | ||||
| 3. The Bank’s audit unit has conducted internal audit in accordance with the “Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries”, regulations of the competent authority, and the results of the internal risk control evaluation to check the control of business operations and internal management, including compliance with relevant regulations for prevention of unethical conduct, such as transactions with interested parties, wealth management monitoring mechanisms, procurement negotiations, and donations. The Bank also formulates relevant audit plans based on the risk assessment result of unethical conduct to ensure fulfillment of ethical management. | No Deviation |
2025
ANNUAL REPORT
Corporate Governance Report
| Items | Operation | Deviations from“Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies” and reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 5. Does the bank provide internal and external training courses regarding ethical business practices on a regular basis? | ☑ | The Bank provides following integrity-related education and training or dissemination for the personnel at all levels: | ||
| 1. We include the annual compliance system implementation plan and promote the contents of the Principles, the “Code of Ethical Conduct”, the “Practitioner Service Rules”, and criminal awareness cases to all personnel; training hours reached at least 1.5 hours per person. | ||||
| 2. In addition, to implement the corporate governance system and enhance the professional capabilities of directors and supervisors, the Bank arrange for directors to attend courses on corporate governance or financial expertise. In 2025, 12 directors, including Acting Chairperson Yung-Sheng Chen, attended corporate governance or finance courses, with a total of 74 participants. | No Deviation | |||
| C. The operation of the reporting regulations of the bank. | ||||
| 1. Has the bank created substantive reporting and reward regulations, established useful channels of reporting, and appointed exclusive personnel to deal with reported individuals? | ☑ | 1. To establish an ethical and transparent corporate culture and promote sound management, the Bank’s 13th Board of Directors held its 12th meeting on August 16, 2018, and passed the “Reported Cases Handling Guidelines” (hereinafter referred to as the “Guidelines”), which has been amended three times. The Guidelines include establishing an independent whistleblower email ([email protected]) and hotline (07-5571885) for both internal and external whistleblowers, as well as publishing information related to the reporting system on the Bank’s official website and intranet to ensure a convenient and accessible reporting channel. | ||
| 2. The Compliance Division is responsible for receiving and investigating reports. Dedicated personnel within the Compliance Division are assigned to handle these reports, and may request assistance from the Board of Directors Audit Division for audits when necessary. The aforementioned Guidelines provide comprehensive regulations governing the receipt of reports and associated procedures. | ||||
| 3. If a reported case is confirmed as true and the whistleblowing has made specific contributions to the Bank, the whistleblower may be rewarded according the Guidelines. | No Deviation | |||
| 2. Has the Bank instituted the standard operation procedure for the investigation of complaints, and any follow-up action after the completion of investigation, and related confidentiality mechanism? | ☑ | 1. The Bank’s “Whistleblower Regulations” clearly define the standard operating procedures for investigating reported matters and ensuring confidentiality. The receiving unit must first assess whether the whistleblower case meets the acceptance criteria and then report each case to the President or Independent Directors for approval. For cases that meet the criteria, the investigation will proceed following approval from the President or Independent Directors, and the investigation results will be submitted to the investigation unit for further review. The findings will then be reported to the President for forwarding to the Chairperson of the Board for final approval, or may be submitted to the Audit Committee for further review. The receiving unit is also responsible for informing the whistleblower of the investigation results. If the investigation reveals a serious or illegal matter, the relevant authorities must be notified or reported as required by law. The Legal and Compliance Department may also, depending on the severity of the case, refer the involved personnel to the Human Resources Department for disciplinary action by the Bank’s “Personnel Review Committee.” | No Deviation |
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| Items | Operation | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies” and reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 2. Directors, management personnel at the rank equivalent to VP or higher shall recuse from a case as determined by the content of the complaint where these personnel should recuse from the acceptance, investigation, review, and second review of the complaints to avoid affecting the procedure and the result of investigation thereby obstructing the independence and confidentiality of the investigation. | ||||
| 3. In accepting the complaints for investigation and in the course of investigation, the Bank shall keep the identity, the content of the complaint and related documents and files in strict confidence under the custody of designated personnel as confidential documents. There shall be no divulgence, disclosure, or going public such that the identity of the informant and the content of the complaint and any related information is accessible to any unrelated third party for the effective and appropriate protection of the informants. | ||||
| 3. Has the bank taken measures that protect the whistleblower from improper treatment? | ☑ | It is explicitly stated in the “Complaints Procedure” of the Bank that informants shall not be subject to unfavorable treatment due to the filing of the complaint. Likewise, information related to the complaint shall be kept in strict confidence for the protection of the informants from possible undue treatment. | No Deviation | |
| D. Improving information disclosure | ||||
| Does the bank disclose the content of its ethical business practice and the result of its implementation information on its website or the Market Observation Post System? | ☑ | In addition to posting the Principles and the “ethical management policy” on the corporate governance section of the Bank’s official website, the Bank publishes the relevant content of the Principle on the MOPS (Homepage → Summary Report → Corporate Governance → Company Organization/Structure → Corporate Governance Regulations and Rules); after revisions, users are directed to the corporate governance section on the website of the Bank via a link), updates the content to reflect actual revisions, and discloses the implementation status of the ethical management and the measures adopted in the annual report each year. | No Deviation | |
| E. A Bank that has set forth its own Ethical Corporate Management Best Practice Principles in accordance to “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies”, please describe any difference between real execution and principles that have been set forth: No Deviation. | ||||
| F. Other material information helpful to the understanding of the bank’s ethical corporate management best practice principles (for example, the revision of said principles codified by the bank.): None. |
2.3.11 Other material information useful to the understanding of corporate governance and its implementation: Please refer to page 42, 2.3.5 The Differences between the Corporate Governance Practice of the Bank and the Guidelines for Bank Corporate Governance, F. Did important Information of Corporate Governance Practice of the Bank.
2025
ANNUAL REPORT
Corporate Governance Report
Appendix: Training record of directors in 2025
| Title | Name | Training Period | Training Institution | Course Title | Hours |
|---|---|---|---|---|---|
| Acting Chairperson | |||||
| (Resigned on Mar.3,2026) | Yung-Sheng Chen | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Chairperson | |||||
| (Resigned on Jun.30,2025) | Meei-Ling Jeng | Jan.15,2025 | Securities and Futures Institute | Nvidia's Trillion-Dollar Miracle: A New Perspective on the Semiconductor Industry Revolution Driven by Artificial Intelligence | 3 |
| Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 | ||
| Mar.13,2025 | Securities and Futures Institute | Wafer Century War: TSMC's Leading Technologies and Global Business Opportunities | 3 | ||
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Managing Director | Yung-Yu Tsai | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Independent Managing Director | Tu-Tsun Wang | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| Apr.14,2025 | Taiwan Corporate Governance Association | Interpreting the Trade and Economic Strategies of the Trump Administration in the U.S. | 3 | ||
| May.9,2025 | Accounting Research and Development Foundation | The Trend of Corporate Governance as Seen from Climate-related Financial Disclosures | 3 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Aug.8,2025 | Accounting Research and Development Foundation | Legal Liabilities and Compliance Practices for "Financial Crime" in the Digital Age | 3 |
Corporate Governance Report
63
| Title | Name | Training Period | Course Title | Course Title | Hours |
|---|---|---|---|---|---|
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Oct.15,2025 | Taiwan Corporate Governance Association | Strengthening Legal Compliance to Ensure Sustainable Operations | 3 | ||
| Independent Director | Chun-Tsung Lee | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Jul.31,2025 | National Federation of CPA Associations of the R.O.C | Legal Liabilities of CPAs | 3 | ||
| Aug.12,2025 | National Federation of CPA Associations of the R.O.C | Succession strategies of CPA firms | 3 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Nov.6,2025 | National Federation of CPA Associations of the R.O.C | National Money Laundering, Terrorism Financing, and Proliferation Financing Risk Assessment Results and Evaluation Planning | 3 | ||
| Independent Director | Chin-Hsiung Chen | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Nov.25,2025 | Securities and Futures Institute | Conference on Internal Audits of Financial Holding Companies and Domestic Banks | 3.5 | ||
| Independent Director | Jain-Rong Su | May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 |
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Oct.16,2025 | Financial Supervisory Commission (FSC) | The 15th Taipei Corporate Governance Forum | 6 |
2025
ANNUAL REPORT
Corporate Governance Report
| Title | Name | Training Period | Course Title | Course Title | Hours |
|---|---|---|---|---|---|
| Director | Hong-Cheng Liu | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Feb.11,2025 | Securities and Futures Institute | Domestic and International Trends in Carbon Pricing Mechanisms. | 3 | ||
| Feb.12,2025 | Securities and Futures Institute | How Directors and Supervisors without a Financial Background Review Financial Reports | 3 | ||
| Feb.20,2025 | Securities and Futures Institute | Improving the Competitiveness Ranking in Corporate Governance Evaluation and Sustainable Finance Evaluation | 3 | ||
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Director | Chien-Fu Chen | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Jul.29,2025 | Taipei Bar Association | Corporate Governance and Risk Management | 3 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Oct.27,2025 | Governance Professionals Institute of Taiwan (GPT) | Governance of Related-Party and Significant Transactions | 3 | ||
| Director | Li-Chih Lin | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.9,2025 | Taiwan Stock Exchange Corporation | 2025 Cathay Sustainable Finance and Climate Change Summit | 6 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 |
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| Title | Name | Training Period | Course Title | Course Title | Hours |
|---|---|---|---|---|---|
| Director | Sheng-Chen Lee | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Aug.12,2025 | Taiwan Corporate Governance Association | How to Optimize Management of Intellectual Property and Innovation and Link to Sustainable Governance in the Face of the Digital Wave | 3 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Director | Chun-Chieh Huang | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Sep.22,2025 | Ministry of Labor (MOL) | 2025 Labor Education Promotion Workshop - Union and Labor Director Activities | 9 |
65
2025
ANNUAL REPORT
Corporate Governance Report
Appendix II: Continuing education for the corporate governance officers of the Company in 2025
| Title | Name | Training Period | Course Title | Course Title | Hours |
|---|---|---|---|---|---|
| Head of Corporate Governance (Retired on Oct.31,2025) | Yuan-Ching Shiang | Jan.17,2025 | Securities and Futures Institute | Anti-Money Laundering and Countering Terrorism Financing Workshop for Senior Management | 2 |
| Mar.19,2025 | Association of Corporate Management and Sustainability (COSDA) | Analysis of Disputed Cases at Shareholders' Meeting | 3 | ||
| Mar.21,2025 | Bank of Kaohsiung | IFRS Sustainability Disclosure Workshop | 1.5 | ||
| Apr.10,2025 | Association of Corporate Management and Sustainability (COSDA) | Enterprise Risk and AI Application Risk Management – Supervisory Responsibility of the Board of Directors and Corporate Governance Personnel | 3 | ||
| May.23,2025 | Securities and Futures Institute | An In-depth Exploration of Banks' Information Security Strategies Through an ESG Lens | 3 | ||
| Jul.18,2025 | Securities and Futures Institute | Practical Analysis of Workplace Abuse and Sexual Harassment | 2 | ||
| Sep.12,2025 | Securities and Futures Institute | Senior Management - Fair Customer Treatment Principles for Financial Services (including Financial Inclusion and CRPD) | 2 | ||
| Head of Corporate Governance (Appointed on Nov.7,2025) | Tai-Lu Tu | Nov.21,2025 | Taiwan Stock Exchange Corporation | 2025 Legal Compliance Briefing on Insider Equity Trading | 3 |
2.3.12 Implementation Status of the Internal Control System
I. Declaration Enforcement of the Internal Control System.
Please refer to page 53 and 54 of the Chinese annual report.
II. Independent Auditor's Report on Internal Control System.
Please refer to page 55 of the Chinese annual report.
Corporate Governance Report
67
2.3.13 Improtant Decisions Resolved in the Regular Shareholders' Meeting, Regular Board of Director's Meeting and Special Meeting as in FY 2025.
I. Important Resolutions in the Regular Shareholders' Meeting and the Execution of the Resolutions Reached :
| Date | The Resolutions | The Execution of the Resolutions |
|---|---|---|
| FY 2025 Shareholders' Meeting (May 23,2025) | 1. Proposal on Earnings Distribution for FY 2024 | Common shareholders received a total dividend of NT$0.6 per share, comprising NT$0.3 in stock dividends and NT$0.3 in cash dividends. The stock was delivered to shareholders on Aug.29, 2025. |
| 2. Proposal on the Business Report and Financial Statements for FY 2024 | The FY2024 Business Report and Financial Statements were passed. | |
| 3. Proposal on Transfer of Capital Reserve to Increase Capital by Issuance of New Shares | A stock dividend of NT$0.3 per share was distributed to common shareholders on Aug.29, 2025, and the new shares were successfully listed and began trading. | |
| 4. Proposal on Amendments to the Articles of Incorporation | Approved to amend certain provisions of the Bank's Articles of Incorporation. | |
| 5. Proposal on the By-election of the 15th Independent Directors | The Independent Director elected in the by-election for the 15th term assumed office on May 23, 2025. |
II. Important Resolutions in the Regular Board of Director's Meeting and Extraordinary Meeting
| Date | The Resolutions |
|---|---|
| Jan.17,2025 | Discussion and approval of the Bank's "2025 ESG Sustainable Development Plan" |
| Feb.21,2025 | Discussion and approval of the financial report for 2024 (January 1 to December 31, 2024) sealed by the Chairperson, manager, and accounting officer, along with the audit report draft prepared by Crowe (TW) CPAs. |
| Feb.21,2025 | Discussion and approval of the Bank's "Statement of Internal Control System" and "Evaluation Report on the Implementation of the Internal Control System" for 2024. |
| Feb.21,2025 | Discussion and approval of the "Statement of Internal Control System for Anti-Money Laundering and Countering the Financing of Terrorism" and "Evaluation Report on the Implementation of the Internal Control System for Anti-Money Laundering and Countering the Financing of Terrorism" for 2024. |
| Feb.21,2025 | Discussion and approval of the overall implementation of the Bank's information security for 2024. |
| Feb.21,2025 | Discussion and approval of the partial amendment to the "Review Committee and Review Guidelines of Trusted Investment in Offshore Structured Products". |
| Feb.21,2025 | Discussion and approval of the partial amendment to the Bank's "Regulations Governing the Management of Equity in Investees". |
| Feb.21,2025 | Discussion and approval of the partial amendment to the Bank's "Guidelines for Financial Friendly Services". |
| Feb.21,2025 | Discussion and approval of holding the Bank's 2025 shareholders' meeting and preparation of opinions on relevant matters. |
| Feb.21,2025 | Discussion and approval of holding a by-election of independent directors for the 15th Board of Directors. |
| Mar.21,2025 | Discussion and approval of NT$70,107,076 to be allocated to employees as their 2024 remuneration, and NT$17,526,769 to be allocated to directors as their remuneration, with both paid in cash. |
| Mar.21,2025 | Discussion and approval of the adjustment to the accounting title of the "investment project" and the addition of final selection scoring indicators. |
| Mar.21,2025 | To strengthen the Bank's capital adequacy ratio, a discussion was conducted to approve the application to the Banking Bureau of the Financial Supervisory Commission for issuance of NT$3 billion in subordinated financial bonds. |
2025
ANNUAL REPORT
Corporate Governance Report
| Date | The Resolutions |
|---|---|
| Mar.21,2025 | Discussion and approval of the amendment to the Bank's “Fair Customer Treatment Principles, Policy and Strategy”. |
| Mar.21,2025 | Discussion and approval of the amendment to the bank's “List of Responsibilities by Level”. |
| Mar.21,2025 | Discussion and approval of the amendment to the “Table of Supervisory Differential Allowance for Managerial Positions and Above”. |
| Apr.11,2025 | Discussion and approval of the Bank's 2024 business report. |
| Apr.11,2025 | Discussion and approval of the draft of the earnings distribution statement for 2024 (January 1 to December 31, 2024). |
| Apr.11,2025 | Discussion and approval of the issuance of common shares through capitalization of 2024 retained earnings. |
| Apr.11,2025 | Discussion and approval of the candidates list for the by-election of independent directors for the 15th Board of Directors. |
| Apr.11,2025 | Discussion and approval of the partial amendment to the Bank's Articles of Incorporation. |
| Apr.11,2025 | Discussion and approval of the amendment to the title of 54 provisions and partial articles of the Bank's “Reporting Standard Operating Procedure” in accordance with Article 4 of the Bank's “Rules Formulating Guidelines”, specifying that the titles of the provisions shall align with the approval level. |
| Apr.11,2025 | Discussion and approval of the implementation status of the “Fair Customer Treatment Principles” and the evaluation form completion and compiling results. |
| May 9,2025 | Discussion over the financial report for Q1 2025 (January 1 to March 31, 2025) sealed by the Chairperson, manager, and accounting officer, along with the audit report draft prepared by Crowe (TW) CPAs. |
| May 9,2025 | Discussion and approval of the Bank's “Business Plan of Financial Products and Services for High-Net-Worth Customers”. |
| May 9,2025 | Discuss and approval of issuing NT$1.5 billion in sustainable development bonds. |
| May 23,2025 | Discussion and approval of the appointment of the members for the 15th Remuneration Committee and Sustainable Development Committee. |
| Jun.20,2025 | Discussion and approval of the partial amendment to the Bank's “Standard Operating Procedure for Transactions with Stakeholders”. |
| Jun.20,2025 | Discussion and approval of the partial amendment to the Bank's “Organization Regulations of Sustainable Development Committee”. |
| Jun.20,2025 | Discussion and approval of the newly established “Guidelines for Response to International Sanctions and Control Operations” of the Bank. |
| Jun.20,2025 | Discussion and approval of the partial amendment to the Bank's “Application Procedure for Suspension and Resumption of Transactions”. |
| Jun.20,2025 | Discussion and approval of the partial amendment to the Bank's “Interest Rate Risk Management Guidelines”. |
| Jun.20,2025 | Discussion and approval of the partial amendment to the Bank's “Supplier Environmental and Corporate Social Responsibility Management Policy”. |
| Jun.20,2025 | In response to the Bank's plan for distributing preferred stock dividends and common stock cash dividends and capitalizing earnings to issue new common shares in 2024, the Board of Directors discussed and approved the dates for distributing preferred stock dividends and authorized the Chairperson to handle all related matters (including but not limited to the record date and distribution date) for the capital increase and new share issuance and the distribution of common stock cash dividends. |
| Jun.30,2025 | Discussion and approval of appointing Vice President, Jung-Tai Chang, as the Acting President of the Bank from July 1, 2025 to meet business needs. |
| Jul.18,2025 | Discussion and approval of the salary increase for all employees of the Bank for 2025. |
| Aug.15,2025 | Discussion and approval of the financial report for Q2 2025 (January 1 to June 30, 2025) sealed by the Chairperson, manager, and accounting officer, along with the audit report draft prepared by Crowe (TW) CPAs. |
| Aug.15,2025 | Discussion approval of the Bank's 2024 sustainability report. |
| Aug.15,2025 | Discussion and approval of the “Relocation Plan” for the Bank's International Banking Department and OBU. |
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Corporate Governance Report
| Date | The Resolutions |
|---|---|
| Aug.15,2025 | Discussion and approval of the plan to convert the Kaohsiung (Jian) Branch into a general branch. |
| Aug.15,2025 | Discussion and approval of the “Relocation Plan” for the Bank's Dazhi Branch. |
| Aug.15,2025 | Discussion and approval of the application to the Financial Supervisory Commission to launch the “iPASS co-branded credit card business” and the formulation of the “iPASS co-branded credit card business plan”. |
| Aug.15,2025 | Discussion and approval of the Bank's “2024 TCFD Climate-related Financial Disclosure Report”. |
| Aug.15,2025 | Discussion and approval of the “2025 Information to be Reported by Domestic Banks in Compliance with the Supervisory Review Process for Capital Adequacy” prepared by the Bank in accordance with the second pillar (Supervisory Review Process) of the new Basel Capital Accord. |
| Aug.15,2025 | Discussion and approval of the amendment to the titles and provisions of the Bank's “Guidelines for Establishment of the Risk Management Committee” and “Market Risk Management Guidelines”. |
| Aug.15,2025 | Discussion and approval of the partial amendment to the Bank's “Cybersecurity Protection Guidelines”. |
| Aug.15,2025 | Discussion and approval of the amendment to the Bank's “Guidelines for Implementation of the Information Business and Security Policy”. |
| Sep.12,2025 | Discussion and approval of the newly established “Guidelines for Financial Business-related Operations Between Related Parties”. |
| Sep.12,2025 | Discussion and approval of the specific plan to strengthen the Bank's common stock capital. |
| Sep.12,2025 | Discussion and approval of the donation to the Small and Medium Enterprise Credit Guarantee Fund for 2026. |
| Sep.12,2025 | Discussion and approval of the regular review of the performance evaluation and remuneration of the Bank's directors, managers and business personnel. |
| Sep.12,2025 | Discussion and approval of the change of the Bank's Chief Information Security Officer. |
| Nov.7,2025 | Discussion and approval of the financial report for Q3 2025 (January 1 to September 30, 2025) sealed by the Chairperson, manager, and accounting officer, along with the audit report draft prepared by Crowe (TW) CPAs. |
| Nov.7,2025 | Discussion and approval of the next-year (2026) re-appointment of “Crowe (TW) CPAs for the financial and tax audit certification” for 2026 and the “internal control system review project” and “anti-money laundering and counter-terrorism financing project audit” for 2025, as well as over the evaluation of the CPAs’ independence and suitability. |
| Nov.7,2025 | Discussion and approval of the draft of the Bank's 2026 business plan and operating budget. |
| Nov.7,2025 | Discussion and approval of the “comprehensive evaluation report and risk control plan on money laundering and terrorism risk” for 2025. |
| Nov.7,2025 | Discussion and approval of changing the name of the Dazhi Branch to “Neihu Branch”. |
| Nov.7,2025 | Discussion and approval of the annual review of the Bank's liquidity risk management indicators. |
| Nov.7,2025 | Discussion and approval of the annual review of the Bank's market risk, interest rate risk and national risk management indicators. |
| Nov.7,2025 | Discussion and approval of the annual review of the Bank's credit and investment limit by industry and group enterprise credit limit, as well as the amendment to the “Credit and Investment Limit Table by Industry” appended to the "Regulations for Management of the Credit and Investment Limit Table by Industry". |
| Nov.7,2025 | Discussion and approval of the application to the Financial Supervisory Commission to launch the business involving “a loan secured by beneficial rights of self-benefit specific money trusts”. |
| Nov.7,2025 | Discussion and approval of the partial amendment to the Bank's “Credit Policy and Credit Guidelines”. |
| Nov.7,2025 | Discussion and approval of the partial amendment to the Bank's “Standard Operating Procedure for Transactions with Stakeholders”. |
| Nov.7,2025 | Discussion and approval of the amendment to the Bank's “Loaning Regulations for Expediting the Reconstruction of Unsafe and Old Urban Buildings” and “Building Financing Regulations”. |
| Nov.7,2025 | Discussion and approval of the partial amendment to the Bank's “Management Guidelines for ATMs During Consecutive Holidays” and other 6 regulations. |
| Nov.7,2025 | Discussion and approval of the partial amendment to the “Review Committee and Review Guidelines of Trusted Investment in Offshore Structured Products”. |
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| Date | The Resolutions |
|---|---|
| Nov.7,2025 | Discussion and approval of the Bank's “Regulations Governing Financial Products and Services for High-Net-Worth Customers”. |
| Nov.7,2025 | Discussion and approval of the change of the Bank's corporate governance officer. |
| Dec.19,2025 | Discussion and approval of the “business plan” for the Bank Operation Directions for Financial Institutions toe apply for business trials in local asset management zones. |
| Dec.19,2025 | Discussion and approval of the “2026 Internal Audit Plan” for the general banking and securities business of the Bank. |
| Dec.19,2025 | Discussion and approval of the adjustment to the equity investment limit and the establishment of a level-based authorization mechanism. |
| Dec.19,2025 | Discussion and approval of the partial amendment to the Bank's “Regulations Governing the Acquisition and Disposal of Assets”. |
| Dec.19,2025 | Discussion and approval of the Bank's “Guidelines to be Observed for Review of Financial Products for High-Net-Worth Customers”. |
| Dec.19,2025 | Discussion and approval of the amendment to the Bank's “Disclosure Policy of Capital Adequacy and Risk Management Related Information”. |
| Dec.19,2025 | Discussion and approval of the partial amendment to the “Senior Management Responsibilities Allocation Table” stated in the “Organizational Regulations” and on the accountability map of the Bank. |
2.3.14 The Documented Disagreement or Written Statement of the Directors Against the Important Resolutions Reached by the Board of Directors in FY 2025: None.
2.4 Information Regarding Fee for CPA service
Range of Information Regarding Fee
Unit : NT$ Thousand
| The Name of the Office of CPA | The Name of the CPA | CPA Audit Period | Audit Fee | Non-Audit Fee (Note) | Amount | Remark |
|---|---|---|---|---|---|---|
| Crowe Horwath (TW) CPAs | Ling-Wen Huang | Jan.1~Dec.31, 2025 | 1,620 | 2,460 | 4,080 | None |
| Kuo-Ming Li |
Note: Non-audit fees mainly relate to internal control projects, the Bank's anti-money laundering and counter-terrorism financing projects, tax certification services, certification of capitalization of earnings, bond issuance evaluation, certification of write-off of bad debts, transfer pricing services, and inspections of salary information of full-time employees who do not hold managerial positions.
2.5 Alternation of CPA : None.
2.6 Chairperson, President or Managers Responsible for Financial or Accounting Business Assume Positions in the Office of CPA Certified the Bank's Financial Statement or in the Affiliates Thereof in the Latest Year: None.
2.7 Changes transfer and pledge in Shareholding of Directors, Managers and Persons Who Must Declare their Shares Pursuant to Article 11 of "Regulations Governing A Same Person or Same Concerned Party Holding the Issued Shares with Voting Rights exceed a Particular Ratio of a bank." For FY 2025 and up to Feb.2026
Corporate Governance Report
2.7.1 Change of Shares
| Title | Name | Jan.1~Dec.31,2025 | Jan.1~Feb.28,2026 | ||
|---|---|---|---|---|---|
| Change in Shareholding | Increase (decrease) on Pledged Shares | Change in Shareholding | Increase (decrease) on Pledged Shares | ||
| Acting Chairperson Managing Director | Yung-Sheng Chen (Representative of Kaohsiung City Government) | – | – | – | – |
| Independent Managing Director | Tu-Tsun Wang | – | – | – | – |
| Managing Director | Yung-Yu Tsai (Representative of Jinn Her Enterprise Co., Ltd.) | (330,279) | – | 609,000 | – |
| Independent Director | Jain-Rong Su | – | – | – | – |
| Chun-Tsung Lee | – | – | – | – | |
| Chin-Hsiung Chen | – | – | – | – | |
| Director | Chun-Chieh Huang ((Representative of Kaohsiung City Government) | 1,779 | – | – | – |
| Chien-Fu Chen (Representing Chuan-Pu Investment Holding Co., Ltd.) | 5,746 | – | – | – | |
| Hong-Cheng Liu | – | – | – | – | |
| Li-Chih Lin (Representative of Jinn Her Enterprise Co., Ltd.) | 138,061 | – | – | – | |
| Sheng-Chen Lee (Representative of Jinn Her Enterprise Co., Ltd.) | – | – | – | – | |
| President | Jung-Tai Chang | 17,170 | – | – | – |
| Vice President | Tung-Chiang Sung | 6,156 | – | – | – |
| Vice President and Chief Secretary, Board of Directors Secretariat | Tai-Lu Tu | 2,733 | – | – | – |
| Chief Auditor | Ming-Hung Wu | 8,481 | – | – | – |
| Chief Compliance Officer | Te-Chin Chou | 3,311 | – | – | – |
| Senior Vice President | Yu-Huey Tsao | 6,007 | – | – | – |
| Pei-Fang Wang | 7,702 | – | – | – | |
| Yu-Chin Feng | 4,887 | – | – | – | |
| Chiu-Mei Pan | 15,470 | – | – | – | |
| Yi-Ren Huang | 45 | – | – | – | |
| Mei-Chuan Huang | (3,421) | – | (10,000) | – | |
| Yao-Hua Hsu | 3,930 | – | – | – | |
| Shin-Hwa Wu | 2,900 | – | – | – | |
| Chiung-Yu Wen | – | – | – | – | |
| Shu-Ling Lo | – | – | – | – | |
| Ying-Ling Lin | – | – | – | – | |
| Manager | Shu-Fen Weng | 1,580 | – | – | – |
| Li-Hwa Chen | 665 | – | – | – | |
| Wei-Min Wu | 6,343 | – | – | – |
2025
ANNUAL REPORT
Corporate Governance Report
| Title | Name | Jan.1~Dec.31,2025 | Jan.1~Feb.28,2026 | ||
|---|---|---|---|---|---|
| Change in Shareholding | Increase (decrease) on Pledged Shares | Change in Shareholding | Increase (decrease) on Pledged Shares | ||
| Manager | Ming-Ta Yang | 39 | — | — | — |
| Wen-Jung Huang | (8,948) | — | — | — | |
| Chun-Wen Chen | — | — | — | — | |
| Ming-Jung Sun | (67,937) | — | — | — | |
| Shi-Yen Huang | — | — | — | — | |
| Li-Fang Huang | 12 | — | — | — | |
| Ming- Hong Chen | 2,574 | — | — | — | |
| Hsin-Fa Wang | 1,417 | — | — | — | |
| Yi-Hsiang Tseng | 2,082 | — | — | — | |
| Hsin-Chu Kuo | 3,382 | — | — | — | |
| Yu-Hsi Hsieh | 1,857 | — | — | — | |
| Feng-Chieh Chou | 1,417 | — | — | — | |
| Hung-Yin Li | 1,990 | — | — | — | |
| Wei-Cheng Yu | 2,370 | — | — | — | |
| Chih-Hung Chen | 1,426 | — | — | — | |
| Jul-Jung Yang | 1,420 | — | — | — | |
| Yung-Chun Lin | 1,417 | — | — | — | |
| Chi-Fu Hsieh | 1,417 | — | — | — | |
| Li-Ching Chen | 1,025 | — | — | — | |
| Shin-Tang Huang | 2,637 | — | — | — | |
| Ming-Hsun Li | 1,390 | — | — | — | |
| Wei-Kuan Wang | — | — | — | — | |
| Chih-Yuan Yang | 1,417 | — | — | — | |
| Kuo-Yu Wen | 333 | — | — | — | |
| Chung-Hsi Wang | 1,424 | — | — | — | |
| Mei-Ying Lee | 300 | — | — | — | |
| Lin-Chyi Tzeng | 450 | — | — | — | |
| Chi-Feng Liou | (4,970) | — | — | — | |
| Yao-Chung Tsai | 1,512 | — | — | — | |
| Yu-Chun Chen | — | — | — | — | |
| Shu-Ling Shen | — | — | — | — | |
| Shuan-Reem Lay | — | — | — | — | |
| Mei-Shyong Yang | — | — | — | — | |
| Hui-Fang Chen | — | — | — | — | |
| Corporate shareholders on behalf of the Directors | Kaohsiung City Government | 22,094,505 | — | — | — |
| Jinn Her Enterprise Co., Ltd. | 11,019,735 | — | 1,698,000 | — | |
| Chuan-Pu Investment Holding Co., Ltd. | 284,710 | — | — | — |
Note: On March 3, 2026, Chairperson Tsui-Mei Hsu was appointed as a representative director of the Bank by the corporate shareholder, Kaohsiung City Government (effective March 4). Subsequently, on March 4, 2026, she was elected as a Managing Director and the Chairperson of the Bank by the Board of Directors and the Managing Board.
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Corporate Governance Report
2.7.2 Information of Share Transfer
| Name | Reason of Share Transfer | Date of transaction | The counterparties of share transfer | The relation between the counterparties of trade and the Bank, Directors, Supervisors, Managers and the parties stated in the rules under Article 11 of the Regulations where these parties are required to declare the equity holding due to the holding of the voting shares issued by the same bank by the same party or same related party at designated ratio of quantity of shares | Number | Transaction Price |
|---|---|---|---|---|---|---|
| Jinn Her Enterprise Co., Ltd. | Donation | Dec.15,2025 | Foundation Kaohsiung Jinn Her social welfare charity foundations | A foundation with the same individual serving as the chairperson | 3,600,000 | — |
| Yung-Yu Tsai | A foundation with the same individual serving as the chairperson | 500,000 | — | |||
| Hsi-Hui Chen | A foundation with the same individual and their spouse serving as the chairperson | 500,000 | — |
2.7.3 Information of Pledged Shares ¹ None
2.8 Information Disclosing the Relationship Between Any of the Bank's Top Ten Shareholders as Defined
Feb.28,2026
| Name | Shareholding | Spouse & Minor Shareholding | Shareholding Under Others'Title | Names and Relationship of Any of the Top Ten Shareholders being a Related Party as Defined or spouse or relatives within 2nd degree of relationship | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | |
| Kaohsiung City Government | 758,578,030 | 40.35 | — | — | — | — | None | None |
| Jinn Her Enterprise Co., Ltd. | 279,877,934 | 14.89 | — | — | — | — | Foundation Kaohsiung Jinn Her social welfare charity foundations | The same principal |
| Foundation Kaohsiung Jinn Her social welfare charity foundations | 59,438,498 | 3.16 | — | — | — | — | Jinn Her Enterprise Co., Ltd. | The same principal |
| Mr. Chen Qichuan, Foundation of Culture and Education Foundation | 48,865,891 | 2.60 | — | — | — | — | None | None |
| Chun-Chin Shih | 28,086,921 | 1.49 | 23,006,825 | 1.22 | — | — | Mei-Yuan Yu | Spouse |
| Deutsche Bank AG Taipei Branch, Trustee Custodian of iShares Core MSCI Emerging Markets ETF Investment Account | 27,832,285 | 1.48 | — | — | — | — | None | None |
| Mei-Yuan Yu | 23,006,825 | 1.22 | 28,086,921 | 1.49 | — | — | Chun-Chin Shih | Spouse |
| Xinwang Investment Co., Ltd. | 13,308,013 | 0.71 | — | — | — | — | None | None |
| RAI DE HAN INTERNATIONAL LIMITED, Taiwan Branch | 10,156,201 | 0.54 | — | — | — | — | None | None |
| Standard Chartered International Commercial Bank's Operations Department is entrusted with the custody of the series of funds of Advanced Starlight Fund Management Company, specifically the Advanced Total Global Equity Index Fund Investment Account. | 10,022,200 | 0.53 | — | — | — | — | None | None |
Note: 1. The source of register information is based on the shareholder register and shareholder declaration information.
2. Quantity and proportion of shareholding including preferred shares.
2025
ANNUAL REPORT
Corporate Governance Report
2.9 The Shareholding and Syndicated Shareholding of an Identical Invested Business Held by the Bank, Directors, President, Vice President, Heads of Departments and Branches and the Bank Directly or Indirectly Governed Business
Dec.31,2025
Unit | Shares ; %
| Name | The Bank's Investments | Investments of Directors, Supervisors, President, Vice President, Heads of Departments and Branches and the Bank Directly or Indirectly Governed Business | Syndicated Investments | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Taipei Forex Inc. | 700,000 | 3.53179 | 0 | 0 | 700,000 | 3.53179 |
| Taiwan Futures Exchange Corporation | 2,164,713 | 0.30000 | 0 | 0 | 2,164,713 | 0.30000 |
| Taiwan Finance Corporation | 51,616,500 | 10.00000 | 0 | 0 | 51,616,500 | 10.00000 |
| IBF Securities Co., Ltd. | 49,368,610 | 4.29292 | 0 | 0 | 49,368,610 | 4.29292 |
| Taiwan Asset Management Corporation | 6,000,000 | 0.56754 | 0 | 0 | 6,000,000 | 0.56754 |
| Taiwan Financial Asset Services Co., Ltd. | 5,000,000 | 2.94118 | 0 | 0 | 5,000,000 | 2.94118 |
| Kaohsiung Rapid Transit Corporation | 643,031 | 0.23080 | 0 | 0 | 643,031 | 0.23080 |
| Financial Information Services Co., Ltd. | 8,987,052 | 1.20396 | 0 | 0 | 8,987,052 | 1.20396 |
| Taiwan Depository & Clearing Corporation | 839,550 | 0.08298 | 0 | 0 | 839,550 | 0.08298 |
| Sunny Asset Management Corporation | 347 | 0.00578 | 0 | 0 | 347 | 0.00578 |
| iPASS Corporation | 4,416,174 | 3.28096 | 22,695,801 | 16.86166 | 27,111,975 | 20.14263 |
| TWMP Co., Ltd. | 300,000 | 0.50000 | 0 | 0 | 300,000 | 0.50000 |
Capital Overview | K
3.1 Capital and Shares
3.1.1 Source of Capital
I. Issued Shares
Unit: NT$
| Year/Month/Date | Par Value | Authorized Capital | Paid-in Capital | Remark | |||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Common Shares | Amount | Preferred Shares | Amount | Sources of Capital | Others | ||
| Mar. 5, 2026 | 10 | 3,000,000,000 | 30,000,000,000 | 1,839,916,985 | 18,399,169,850 | 40,000,000 | 400,000,000 | Initial capital, issuing preferred shares and capital increase by cash, by capital reserve, by special reserve, and by earnings in the past years. | – |
Note: The bank did not offset any source of capital by monetary claims and skills.
II. Capital Increase Information
Unit: NT$
| FY | Authorized Capital | Remark | Approval Letter by Competent Authority |
|---|---|---|---|
| Paid-in Capital | |||
| 1983 | – | Initial capital NT$450,000,000 by cash | Monetary Affairs Bureau, MOF No.18127 (Jul.08, 1981) |
| 450,000,000 | |||
| 1988 | – | Capital increase NT$200,000,000 by cash | Monetary Affairs Bureau, MOF No.770059046 (Feb. 26, 1988) |
| 650,000,000 | |||
| 1989 | – | Capital increase NT$200,000,000 by cash | Monetary Affairs Bureau, MOF No.770430291 (Nov. 23, 1988) |
| 850,000,000 | |||
| 1990 | – | Capital increase NT$200,000,000 by cash | Monetary Affairs Bureau, MOF No.800078016 (Mar. 02, 1991) |
| 1,050,000,000 | |||
| 1994 | – | 1. Capital increase NT$190,000,000 by special reserve | |
| 2. Capital increase NT$294,740,000 by cash | Monetary Affairs Bureau, MOF No.84707685 (Mar. 27, 1995) | ||
| 1,534,740,000 | |||
| 1996 | – | Capital increase NT$618,339,500 by cash | Monetary Affairs Bureau, MOF No.84377510 (Sep. 06, 1995) |
| 2,153,079,500 | |||
| 1997 (Jun.04,1997) | – | Capital increase NT$214,888,760 by cash | Monetary Affairs Bureau, MOF No.86056443 (Mar. 11, 1997) |
| 2,367,968,260 | |||
| 1998 (Oct.09,1998) | – | Capital increase NT$1,500,000,000 by cash (Public solicit) | Monetary Affairs Bureau, MOF No.86164514 (Jun. 10, 1997) |
| 3,867,968,260 | |||
| 1999 (Mar.01,1999) | – | Capital increase NT$618,874,920 by special reserve | Monetary Affairs Bureau, MOF No.87419912 (Dec. 30, 1998) |
| 4,486,843,180 | |||
| 2002 (Aug.19,2002) | – | Capital increase NT$89,736,860 by earnings | Monetary Affairs Bureau, MOF No.0910030462 (Jul. 10, 2002) |
| 4,576,580,040 | |||
| 2004 (Aug.16,2004) | – | Capital increase NT$457,658,000 by capital surplus | Monetary Affairs Bureau, MOF - (2)-No.0930020109 (Jun. 28, 2004) |
| 5,034,238,040 | |||
| 2005 (Jun.23,2005) | 15,000,000,000 | Register authorized capital | Banking Bureau, FSC (2)-No.0948010949 (Jul. 27, 2005) |
| 5,034,238,040 | |||
| 2008 (Aug.26,2008) | 15,000,000,000 | 1. Capital increase NT$201,369,520 by earning | |
| 2. Capital increase NT$22,374,390 by employees' bonuses | Securities and Futures Bureau, FSC (1)-No.0970032868 (Jul. 09, 2008) | ||
| 5,257,981,950 |
2025
ANNUAL REPORT
Capital Overview
| FY | Authorized Capital
Paid-in Capital | Remark | Approval Letter by Competent Authority |
| --- | --- | --- | --- |
| 2011
(Aug.07,2011) | 15,000,000,000 | 1.Capital increase NT$78,869,720 by earning
2.Capital increase NT$525,798,190 by capital surplus
3.Capital increase NT$6,825,930 by employees’ bonuses. | Securities and Futures Bureau, FSC No.1000031062 (Jul. 13, 2011) |
| | 5,869,475,790 | | |
| 2011
(Oct.26,2011) | 15,000,000,000 | Capital increase NT$1,200,000,000 by cash | Securities and Futures Bureau, FSC No.1000040741 (Sep. 08, 2011) |
| | 7,069,475,790 | | |
| 2013
(Sep.12,2013) | 15,000,000,000 | 1.Capital increase NT$127,250,560 by earning
2.Capital increase NT$13,765,550 by employees’ bonuses | Securities and Futures Bureau, FSC No.1020026476 (Jul. 15, 2013) |
| | 7,210,491,900 | | |
| 2014
(Oct.06,2014) | 15,000,000,000 | 1.Capital increase NT$43,262,950 by earning
2.Capital increase NT$144,209,830 by capital surplus
3.Capital increase NT$5,549,190 by employees’ bonuses. | Securities and Futures Bureau, FSC No.1030028076 (Jul. 31, 2014) |
| | 7,403,513,870 | | |
| 2015
(Oct.01,2015) | 15,000,000,000 | 1.Capital increase NT$347,965,150 by earning
2.Capital increase NT$37,180,230 by employees’ bonuses. | Securities and Futures Bureau, FSC No.1040026302 (Jul. 21, 2015) |
| | 7,788,659,250 | | |
| 2016
(Oct.14,2016) | 15,000,000,000 | 1.Capital increase NT$405,010,280 by earning.
2.Capital increase NT$38,568,720 by employees’ bonuses. | FSC, Effective registration in Aug. 03, 2016. |
| | 8,232,238,250 | | |
| 2017
(Mar.22,2017) | 15,000,000,000 | Capital increase NT$1,800,000,000 by cash. | Securities and Futures Bureau, FSC No.1050053219 (Jan. 09, 2017) |
| | 10,032,238,250 | | |
| 2018
(Sep.11,2018) | 15,000,000,000 | 1.Capital increase NT$200,644,760 by earning.
2.Capital increase NT$170,548,050 by capital surplus. | FSC, Effective registration in Aug. 13, 2018. |
| | 10,403,431,060 | | |
| 2019
(Jul.22,2019) | 20,000,000,000 | Register authorized capital | Domestic Banks, Banking Bureau, FSC No10802129050. (July. 22, 2019) |
| | 10,403,431,060 | | |
| 2019
(Oct.16,2019) | 20,000,000,000 | 1.Capital increase NT$161,253,180 by earning
2.Capital increase NT$244,480,620 by capital surplus | FSC, Effective registration in Aug. 21, 2019. |
| | 10,809,164,860 | | |
| 2021
(Jan.12,2021) | 20,000,000,000 | Preferred shares amounted to NT$400,000,000 for raising new capital. | Securities and Futures Bureau, FSC No.1090372502 (Nov.12, 2020) |
| | 11,209,164,860 | | |
| 2021
(Feb.04,2021) | 20,000,000,000 | 1.Capital increase NT$389,129,930 by earning
2.Capital increase NT$97,282,480 by capital surplus | FSC, Effective registration in Dec. 22, 2020. |
| | 11,695,577,270 | | |
| 2021
(Oct.13,2021) | 20,000,000,000 | 1.Capital increase NT$203,320,390 by earning
2.Capital increase NT$135,546,920 by capital surplus | FSC, Effective registration in Aug. 16, 2021. |
| | 12,034,444,580 | | |
| 2022
(Aug.31,2022) | 20,000,000,000 | 1.Capital increase NT$186,151,110 by earning
2.Capital increase NT$162,882,220 by capital surplus | FSC, Effective registration in Jul. 13, 2022. |
| | 12,383,477,910 | | |
| 2023
(Sep.11,2023) | 20,000,000,000 | Capital increase NT$359,504,330 by capital surplus | FSC, Effective registration in Jul. 07, 2023. |
| | 12,742,982,240 | | |
| 2024
(Mar.5,2024) | 20,000,000,000 | Capital increase NT$5,000,000,000 by cash. | Securities and Futures Bureau, FSC No.1120363656 (Dec.12, 2023) |
| | 17,742,982,240 | | |
| 2024
(Aug.06,2024) | 30,000,000,000 | Register authorized capital | Domestic Banks, Banking Bureau, FSC No1130223203. (Aug. 06, 2024) |
| | 17,742,982,240 | | |
| 2024
(Sep.18,2024) | 30,000,000,000 | Capital increase NT$520,289,460 by earning | FSC, Effective registration in Jul. 30, 2024. |
| | 18,263,271,700 | | |
| 2025
(Aug.29,2025) | 30,000,000,000 | Capital increase NT$535,898,150 by earning | FSC, Effective registration in Jul. 07, 2025. |
| | 18,799,169,850 | | |
76
Capital Overview | K
III. Type of Stock
Mar. 5,2026
| Share Type | Authorized Capital | Remarks | ||
|---|---|---|---|---|
| Issued Shares | Un-issued Shares | Total Shares | ||
| Common Stocks | 1,839,916,985 | 1,120,083,015 | 3,000,000,000 | Listed on the TWSE |
| Preferred Stocks | 40,000,000 |
3.1.2 List of Major Shareholders
Feb.28,2026
| Shareholders's Name | Shareholding | |
|---|---|---|
| Shares (Including Preferred shares) | Percentage | |
| Kaohsiung City Government | 758,578,030 | 40.35 |
| Jinn Her Enterprise Co., Ltd. | 279,877,934 | 14.89 |
| Foundation Kaohsiung Jinn Her Social Welfare Charity Foundations | 59,438,498 | 3.16 |
| Mr. Chen Qichuan, Foundation of Culture and Education Foundation | 48,865,891 | 2.60 |
| Chun-Chin Shih | 28,086,921 | 1.49 |
| Deutsche Bank AG Taipei Branch is entrusted with the custody of the iShares Core MSCI Emerging Markets ETF Investment Account. | 27,832,285 | 1.48 |
| Mei-Yuan Yu | 23,006,825 | 1.22 |
| Xinwang Investment Co., Ltd. | 13,308,013 | 0.71 |
| RAI DE HAN INTERNATIONAL LIMITED, Taiwan Branch | 10,156,201 | 0.54 |
| Standard Chartered International Commercial Bank's Operations Department is entrusted with the custody of the series of funds of Advanced Starlight Fund Management Company, specifically the Advanced Total Global Equity Index Fund Investment Account. | 10,022,200 | 0.53 |
Note : 1. Major shareholder means who owns more than 1% of the Bank's outstanding shares or is one of the top ten shareholders.
2. Quantity and proportion of shareholding including preferred shares.
3.1.3 Dividend Policy and Implementation Status
I. Dividend Policy: In accordance with Article 35 of the Company's Articles of Incorporation, if the Bank's annual financial statement shows a profit, the profit will first be used to pay taxes and cover any accumulated losses. Then, 30% of the remaining amount will be allocated to legal surplus reserves, followed by any special surplus reserves required by law or for business needs. Special stock dividends may also be distributed. The balance, along with any undistributed earnings from prior years, will be considered the total distributable amount. The Board of Directors will propose a dividend distribution plan for approval by the shareholders, with a distribution range of 30% to 100% of the distributable amount.
Shareholder dividends will be distributed in accordance with the Bank's operational plan, consisting of both stock dividends and cash dividends. However, cash dividends will not be less than 10% of the total dividend distribution. In the event that the cash dividend per share is less than NT$0.1, no distribution will be made unless otherwise decided by the shareholders' meeting.
2025
ANNUAL REPORT
Capital Overview
Before the legal surplus reserve reaches the total capital amount or the ratio of owned capital to risk-weighted assets meets the regulatory requirements set by the Banking Act, the maximum cash dividend distribution will be carried out in accordance with the regulations of the Banking Act and the competent authorities.
II. The FY 2026 shareholders meeting is proposed to distribute cash dividend of 0.40 and stock dividend of 0.10, total 0.50 shareholders for FY 2025.
3.1.4 The Impact of Stock Dividend Distribution Resolved by the FY 2026 Shareholders Meeting on the Banks Operating Performance and Earnings Per Share (EPS): In accordance with the provisions of the "Standards for Handling Financial Forecast Information Disclosed by Publicly Offered Companies" and the "Standards for Recognition of Complete Financial Forecasts for Listed Companies", since the Bank has not disclosed its financial forecast for 2026, the impact of disclosing predictive financial information is not applicable.
3.1.5 Employees Bonus and Directors Remuneration
I. The percentage or range of employee and director remuneration specified in the company's bylaws is based on the pre-tax profits for the year, after the distribution of employee and director remuneration, with 5% allocated to employee remuneration and no more than 1.25% allocated to director remuneration.
II. (i) Base estimate of employees bonus and directors remuneration:
This Banks management estimated employee bonus and remuneration to directors pursuant to the Articles of Incorporation.
(ii) The share calculation basis of employee remuneration apportioned with shares and the accounting disposition when the actual apportioned amount is different from the estimated number:
The difference shall be identified as accounting change. The accounts will be adjusted in the same with resolution of Board of Directors and stated as income for the current period.
III. Apportioned remuneration of FY 2025 approved by the board of directors:
(i) The remuneration amount for employees and directors apportioned with cash or shares. If the amount is different from the estimated amount in the year of recognizing expenses, the number of difference, reasons and disposition shall be disclosed:
Employee remuneration cash amount: NT$ 83,565,260
Employee remuneration shares amount: NT$ 0
Director remuneration amount: NT$20,891,315
Employee compensation compared with the estimated amount listed decrease NT$740 representing an estimated compensation of directors to decrease the amount of column NT$685; Department differences caused by changes in accounting estimates, the amount of the difference between profit or loss adjusted fiscal FY 2026.
(ii) The employee remuneration amount apportioned with shares and that amount accounting for 6.14% of the net profit after tax in this term's single or individual financial report plus the total number of employee remuneration.
IV. The actual apportionment of employee, director and supervisor remuneration (including apportioned shares, amount and share price) of FY 2024.
(i) Earnings distribution for employee bonus for FY 2024: NT$70,107,076.
(ii) Remuneration to directors and supervisors appropriated from retained earnings for FY 2024: NT$17,526,769.
(iii) Corresponded with approved apportionment by the Board of Directors.
3.1.6 Buyback of Treasury Stock: None.
78
Capital Overview
3.2 Financial Bonds, Preferred Stocks, Overseas Depository Receipts, Employees Stock Options Receipts, New Restricted Employee Shares Compensation, Acquire or Transferee other Financial Institutions
3.2.1 Financial Bonds
Unit: NT$
| Item | Subordinate debt (2018-2nd) | Subordinate debt (2019-1st) | Subordinate debt (2022-1st) | Subordinate debt (2022-2nd) | Subordinate debt (2022-3rd) | Subordinate debt (2022-4th) | Subordinated Bonds (2025-1st) | Subordinated Bonds (2025-2nd) |
|---|---|---|---|---|---|---|---|---|
| Date & No Approved by the Central Competent Authority | FSC, Jin-Kuan-Yin-Guo-No. 10702139240 (Jul. 23, 2018) | FSC, Jin-Kuan-Yin-Guo-No. 1080215951 (Sep. 05, 2019) | FSC, Jin-Kuan-Yin-Guo-No. 1100236040 (Jan. 12, 2022) | FSC, Jin-Kuan-Yin-Guo-No. 1100236040 (Jan. 12, 2022) | FSC, Jin-Kuan-Yin-Guo-No. 1100236040 (Jan. 12, 2022) | FSC, Jin-Kuan-Yin-Guo-No. 1140209367 (May. 12, 2025) | FSC, Jin-Kuan-Yin-Guo-No. 1140209367 (May. 12, 2025) | FSC, Jin-Kuan-Yin-Guo-No. 1140209367 (May. 12, 2025) |
| Date of Issuance | Sep. 12, 2018 | Dec. 20,2019 | Mar. 30,2022 | Jun. 29,2022 | Sep. 28,2022 | Dec. 21,2022 | Jun. 27,2025 | Jul. 30,2025 |
| Par | 10,000,000 | 10,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 10,000,000 | 10,000,000 |
| Place of Issuance and Trade | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China |
| Currency | New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars |
| Price of Issuance | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Total Amount | 800,000,000 | 1,200,000,000 | 1,057,000,000 | 405,000,000 | 205,000,000 | 210,000,000 | 1,200,000,000 | 1,250,000,000 |
| Interest | Fixed rate 2.60% | Fixed rate 2.00% | Fixed rate 2.05% | Fixed rate 3.00% | Fixed rate 3.50% | Fixed rate 3.75% | Fixed rate 2.38% | Fixed rate 2.38% |
| Tenor | No expiration date | No expiration date | No expiration date | No expiration date | No expiration date | No expiration date | Ten-year term Maturity date: Jun. 27,2035 | Ten-year term Maturity date: Jul. 30,2035 |
| Repayment priority | Subordinated | Subordinated | Subordinated | Subordinated | Subordinated | Subordinated | Subordinated | Subordinated |
| Guarantor | None | None | None | None | None | None | None | None |
| Trustee | None | None | None | None | None | None | None | None |
| Underwriter | KGI securities, Yuanta securities, Taiwan Cooperative Securities, Capital Securities Corporation | KGI securities, SinoPac securities, Yuanta securities. | KGI securities, Master Link securities. | KGI securities, SinoPac securities, Master Link securities. | KGI securities | KGI securities, SinoPac securities | Yuanta Securities, Fubon Securities, KGI Securities | Yuanta Securities, Masterlink Securities, President Securities, KGI securities |
| Certified Lawyers | None | None | None | None | None | None | None | None |
| Certified Public Accountants | None | None | None | None | None | None | None | None |
| Certification Institution | None | None | None | None | None | None | None | None |
2025
Capital Overview
ANNUAL REPORT
| Item | Subordinate debt (2018-2nd) | Subordinate debt (2019-1st) | Subordinate debt (2022-1st) | Subordinate debt (2022-2nd) | Subordinate debt (2022-3rd) | Subordinate debt (2022-4th) | Subordinated Bonds (2025-1st) | Subordinated Bonds (2025-2nd) |
|---|---|---|---|---|---|---|---|---|
| Repayment | After the expiration of 5 years after the issuance of this bond, if the ratio of the Bank's own capital to the risky assets after the redemption is calculated meets the minimum ratio required by the competent authority, the Bank may redeem it in advance after approval by the competent authority; Announcement on the 30th day before the return date, the interest payable plus the denomination, and all redemption. | After the expiration of 5 years after the issuance of this bond, if the ratio of the Bank's own capital to the risky assets after the redemption is calculated meets the minimum ratio required by the competent authority, the Bank may redeem it in advance after approval by the competent authority; Announcement on the 30th day before the return date, the interest payable plus the denomination, and all redemption. | After the 5th anniversary after the the offering of this issue of bonds - the BOK will calculate if the equity capital and risk assets ratios after redemption conforms to the mandatory capital adequacy ratio pursuant to Sub-paragraph 5 of Paragraph 1 under Article 2 of the "Regulations Governing Capital Adequacy and Capital Class of Banks" or capital instruments at the same or higher quality are available for replacement of the previous instruments, The BOK shall redeem the said issue of bonds before maturity at the approval of the competent authority, make announcement 30 days prior to the scheduled date of redemption and redeem the issue in whole at face value plus payable interest. | After the 5th anniversary after the the offering of this issue of bonds - the BOK will calculate if the equity capital and risk assets ratios after redemption conforms to the mandatory capital adequacy ratio pursuant to Sub-paragraph 5 of Paragraph 1 under Article 2 of the "Regulations Governing Capital Adequacy and Capital Class of Banks" or capital instruments at the same or higher quality are available for replacement of the previous instruments, The BOK shall redeem the said issue of bonds before maturity at the approval of the competent authority, make announcement 30 days prior to the scheduled date of redemption and redeem the issue in whole at face value plus payable interest. | After the 5th anniversary after the the offering of this issue of bonds - the BOK will calculate if the equity capital and risk assets ratios after redemption conforms to the mandatory capital adequacy ratio pursuant to Sub-paragraph 5 of Paragraph 1 under Article 2 of the "Regulations Governing Capital Adequacy and Capital Class of Banks" or capital instruments at the same or higher quality are available for replacement of the previous instruments, The BOK shall redeem the said issue of bonds before maturity at the approval of the competent authority, make announcement 30 days prior to the scheduled date of redemption and redeem the issue in whole at face value plus payable interest. | Repayment of principal at maturity | Repayment of principal at maturity | Repayment of principal at maturity |
| Outstanding Balance | 800,000,000 | 1,200,000,000 | 1,057,000,000 | 405,000,000 | 205,000,000 | 210,000,000 | 1,200,000,000 | 1,250,000,000 |
| Paid-in Capital for the Previous Year | 10,032,238,250 | 10,809,164,860 | 12,034,444,580 | 12,034,444,580 | 12,034,444,580 | 12,034,444,580 | 18,263,271,700 | 18,263,271,700 |
| Total Stockholders' Equity for the Previous Year | 13,663,100,423 | 14,330,572,727 | 17,179,704,461 | 17,179,704,461 | 17,179,704,461 | 17,179,704,461 | 24,459,319,438 | 24,459,319,438 |
| Performance | Normal | Normal | Normal | Normal | Normal | Normal | Normal | Normal |
Capital Overview
Note: The indicator rate means the three-month Taipei Inter Bank Offer Rate (TAIBOR) posted on the website of the Bankers Association (http://www.ba.org.tw) in the TAIBOR section, at the time that is 2 Taipei business days prior to the start of the relevant interest period.
| Item | Subordinate debt (2018-2nd) | Subordinate debt (2019-1st) | Subordinate debt (2022-1st) | Subordinate debt (2022-2nd) | Subordinate debt (2022-3rd) | Subordinate debt (2022-4th) | Subordinated Bonds (2025-1st) | Subordinated Bonds (2025-2nd) |
|---|---|---|---|---|---|---|---|---|
| Redemption or Early Exercise Term | After the expiration of 5 years of the issuance, you must redeem the application in advance by applying to the competent authority for approval. | After the expiration of 5 years of the issuance, you must redeem the application in advance by applying to the competent authority for approval. | After the expiration of 5 years of the issuance, you must redeem the application in advance by applying to the competent authority for approval. | After the expiration of 5 years of the issuance, you must redeem the application in advance by applying to the competent authority for approval. | After the expiration of 5 years of the issuance, you must redeem the application in advance by applying to the competent authority for approval. | After the expiration of 5 years of the issuance, you must redeem the application in advance by applying to the competent authority for approval. | None | None |
| Convertible and Swap Term | None | None | None | None | None | None | None | None |
| Restricted Clause | No due date, no accumulation | No due date, no accumulation | No due date, no accumulation | No due date, no accumulation | No due date, no accumulation | No due date, no accumulation | None | None |
| Fund Utilization Plans | Strengthen the capital structure and increase the capital adequacy ratio of the Bank | Strengthen the capital structure and increase the capital adequacy ratio of the Bank | Strengthen the capital structure and increase the capital adequacy ratio of the Bank | Strengthen the capital structure and increase the capital adequacy ratio of the Bank | Strengthen the capital structure and increase the capital adequacy ratio of the Bank | Strengthen the capital structure and increase the capital adequacy ratio of the Bank | To obtain stable medium-to long-term funding sources for operations and to strengthen the Bank's capital structure | To obtain stable medium-to long-term funding sources for operations and to strengthen the Bank's capital structure |
| Ratio of the Registered Value of Issue plus Outstanding Balance against the Net Value after Settlement of the Year previous to the Year of Issue (%) | 57.09% | 52.34% | 32.59% | 32.59% | 32.59% | 32.59% | 28.12% | 28.12% |
| Whether Include Qualified Capital and the Corresponding Category | Tier 1 | Tier 1 | Tier 1 | Tier 1 | Tier 1 | Tier 1 | Tier 2 | Tier 2 |
| Credit Rating Agency, Date and Rating | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. | This voucher has not been evaluated. The Bank's rating is as follows: Fitch Australia Pty Ltd. Taiwan Branch : AA-(twn),Sep.20,2024. |
2025
ANNUAL REPORT
Capital Overview
3.2.2 Preferred Stocks
| Issuing date | 2021.01.15 (BOK Class A Preferred Share) | |
|---|---|---|
| Face amount | NT$10/share | |
| Offering price | NT$25/share | |
| Quantity | 40,000,000 shares | |
| Total amount | Total capital NT$400,000,000; | |
| Total amount of offering NT$1,000,000,000 | ||
| Rights and obligations | Dividend and bonus payment | 1. Dividend: Dividend rate for Class A preferred shares is 3.1% (per annum) basing on the IRS rate on the pricing day (2020.11.25) for a term of 5 years, which is 0.609% + fixed cap up rate of 2.491%, and calculated on the basis of the offering price of each share. The IRS rate for term of 5 years will be reset on the day after 5.5 years from the offering day and every subsequent periods of 5.5 years. The pricing day for resetting the interest rate will be 2 business days for the banking industry of Taipei prior to the interest rate resetting day. The target rate of 5 years IRS will be the arithmetic mean of the 5 years rate exchange quotation between "TAIFXIRS" and "COSMOS3" posted by Reuters at 11:00 am on the working day of Taipei banking industry obtained for the pricing day for interest rate resetting. If the aforementioned quotation cannot be obtained on the pricing day for interest rate resetting, the Company will set the rate under the principle of good faith and reasonable market situation. |
| 2. Dividend payment: If the Company has profit for the year after account settlement, appropriate for tax payment under law, followed by the appropriation for covering carryforward loss, legal reserve, appropriate or reverse of special reserve, and pay out the remainder to holders of Class A preferred shares as dividend. The Company is fully discreet in deciding the payout of dividend to Class A preferred shares. If the Company does not have earnings after account settlement, or the earnings is insufficient for paying Class A preferred shares dividend, or the payment of dividend to Class A preferred shares will result the fall of capital adequacy ration below legal requirement or the minimum requirement of the competent authority, or for other reasons, Shareholders of preferred shares shall not object the decision. This issue of Class A preferred shares is not accumulative, the undistributed dividend or inadequate amount of dividend will not be accumulated to subsequent fiscal years with earnings as deferred compensation. Dividend for preferred shares are payable once annually in cash after the Shareholders Meeting has recognized the financial statements. The Board shall determined the dividend day for the payment of dividend of the previous year. Dividend payment in the year of offering and the year of redemption (such as the resolution of the Shareholders Meeting for dividend payment) will be based on the exact number of days of issuance in the year. | ||
| 3. Distribution of additional dividend: Shareholders of Class A preferred shares are only entitled to dividend payment as stated in paragraph 2, and cannot take part in the cash payment from retained earnings and additional paid-in capital in recapitalization. | ||
| Distribution of residual assets | Shareholders of Class A preferred shares have the priority over the Shareholders of common shares in the distribution of residual assets of the Company, and at the same priority as the Shareholders of all types of preferred shares in compensation, but junior to general creditors but limited to the amount of offering. | |
| Exercise of voting rights | Shareholders of Class A preferred shares have no voting rights and not entitled to vote in elections, but have the rights to vote in meetings of Shareholders of Class A preferred shares and Shareholders Meeting with issues related to the rights and obligations of Shareholders of Class A preferred shares. | |
| Others | 1. No maturity date for Class A preferred shares. | |
| 2. Where the Company may offer new shares for raising capital, Shareholders of Class A preferred shares have the same rights as the Shareholders of common shares in the subscription of the new shares. | ||
| Outstanding preferred shares | Amount of repurchase or conversion | NT$0 |
| Amount not under repurchase or conversion | NT$400,000,000 | |
| Repurchase or conversion clause | 1. Class A preferred shares cannot be converted into common shares. The holders are not entitled to request the Company to redeem the preferred shares. | |
| 2. No maturity date is set for Class A preferred shares. The Company may redeem the issue in whole or in part at the initial offering price from the day after 5.5 years at the approval of the competent authority. The preferred shares not being redeemed are still featured with the rights and obligations under the terms and conditions of offering as mentioned. |
82
Capital Overview | K
| Issuing date | 2021.01.15 (BOK Class A Preferred Share) | ||
|---|---|---|---|
| Market price per share | 2020 | High | - |
| Low | - | ||
| Average | - | ||
| 2021 | High | 24.60 | |
| Low | 22.00 | ||
| Average | 23.23 | ||
| 2022 | High | 24.95 | |
| Low | 21.70 | ||
| Average | 23.37 | ||
| 2023 | High | 22.70 | |
| Low | 20.80 | ||
| Average | 21.59 | ||
| 2024 | High | 21.95 | |
| Low | 20.70 | ||
| Average | 21.21 | ||
| 2025 | High | 23.90 | |
| Low | 21.60 | ||
| Average | 22.77 | ||
| Other rights | Amount converted or share subscription to the day this report was printed | Shareholders of Class A preferred shares are not entitled to convert into common shares | |
| Regulations for offering and conversion or subscription | None | ||
| Effect of the offering of preferred shares on shareholders equity, possible dilution of equity, and influence on shareholders equity at present | None | ||
| The effect of the redemption of preferred shares on proprietary capital to risk asset ratio | Not Applicable |
3.2.3 Overseas Depository Receipts, Employees Share Options Receipts, New Restricted Employee Shares Compensation, Acquire or Transferee other Financial Institutions : None.
3.3 Financing Plans and Implementation
As of the end of the most recent quarter prior to the date of this annual report, the Bank's previously issued financial bonds and preferred shares that have not yet been completed, along with their execution status : None.
83
2025
ANNUAL REPORT
Operational Highlights
4.1 Business Scope
4.1.1 Main areas of business operations
| Business Item | Major Business |
|---|---|
| Deposit Business | New Taiwan dollar demand, time and check deposit transactions, remittances, bills collection, agency services, etc. |
| Wealth Management Business | With Respect to Account Management Customers, the Personnel of Wealth Management Provide the Financial Planning or Allocation of Assets Per Customers’ Requirements and Offer Various Financial Products and Services Included in the bank Business Lines Approved by the Competent Authority. |
| Loan Business | Consumer Banking Product |
| Corporate Banking Product | Operating Fund Financing, Loans for Capital Expenditure, Project Loans, Issuance of Local Letters of Credit, Letter of Credit Issuance, Export Negotiation, Guarantees and Acceptances etc. |
| Electronic Financial Business | Chip Combo Card, Internet Banking, Web ATM, Telephone Voice Service, Financial XML-based operating Platform for Collecting Banks, Domestic ATM Acquiring Affairs in Union Pay Card in Taiwan, Electronic Payment System of Kaohsiung City Treasury, Mobile Banking, eACH Real-time Collection and Payment Service, eDDA Service, Credit Cards and Credit Card Processing etc. |
| Foreign Exchange Business | Export, Import, Outward and Inward Remittance, Foreign Currency Deposit (and OBU Foreign Check Deposit), Foreign Currency Loans, and Payment Secured by Foreign Currency, Transaction of Derivative Financial Products. |
| Trust Business | Trust of Real Estate, Trust of Securities, Money Trust, Surface Rights Trust, Trust of Money Claim and Guaranteed Right of Object, Assumption of Executor and Administrator Of Estates of Deceased Person, Discretionary Investment Business, Subscription Business of Portfolio, Custody Services, Safe-Deposit Box Rental Service etc. |
| Investing Business | Transactions of Stocks, Beneficiary Certificates for Funds, Short-Term Bills, Preferred Stocks with Fixed Income, Negotiable Certificate of Deposit of the Central Bank, Government Bond, Corporate Bond, Beneficiary Securities and Asset-Backed Securities. |
| Gold Passbook Business | Gold passbook single purchase, resale, withdraw; regular fixed purchase, resale and inter-account transfers and other services. |
| Insurance Agency Business | Personal insurance agency business: life insurance, health insurance, injury insurance, annuity insurance, investment insurance, foreign currency non-investment insurance products. Property insurance agency business: residential fire insurance, commercial fire insurance, automobile (machine) vehicle mandatory and arbitrary liability insurance, injury insurance and health insurance, liability insurance products. |
4.1.2 Weightings and Changes of Key Business Assets against Total Assets
Unit : NT$ Million, %
| Major Business | Dec.31, 2025 | Dec.31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Total Assets | 355,849 | 100 | 350,659 | 100 |
| Consumer Banking Business | 71,328 | 20.04 | 70,266 | 20.04 |
| Corporate Banking Business | 155,815 | 43.79 | 149,454 | 42.62 |
Operational Highlights
K
4.1.3 Weightings and Changes of Key Business Revenue against Total Operating Revenue
Unit: NT$ Million, %
| Item | Jan.01,2025–Dec.31,2025 | Jan.01,2024–Dec.31,2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Total Operating Revenue | 10,255 | 100.00 | 9,841 | 100.00 |
| Revenue on Loan Business | 7,138 | 69.60 | 6,755 | 68.64 |
| Revenue on Investing Business | 2,239 | 21.83 | 2,255 | 22.92 |
| Revenue on Wealth Management Business | 579 | 5.65 | 525 | 5.33 |
| Revenue on Deposit Business | 28 | 0.28 | 27 | 0.27 |
| Revenue on Foreign Exchange Business | 15 | 0.15 | 16 | 0.16 |
| Other Operating Revenue | 256 | 2.49 | 263 | 2.68 |
4.1.4 Business Plan in 2026
In 2026, the Bank will focus on three major transformation areas: "capital", "balance sheet structure", and "operating expenses". Based on a stable financial foundation, we will pursue profit growth and move toward transformation and development.
- "Capital" Strategy
Deepen capital structure optimization, reduce risky assets, improve capital efficiency, and increase return on equity (ROE).
- "Asset and Liability Structure" Strategies
Actively adjust the composition of assets and liabilities to flexibly respond to changes in the market interest rate environment, strengthen risk control, and improve overall profitability.
(1) Deposit and loan business:
Strengthen the link between deposit and loan businesses to reduce credit assets with high risk weights and low interest rate spreads, eliminating weaker assets and retaining stronger ones while controlling the concentration of real estate lending; promote diverse deposit schemes to attract stable, low-cost deposits, enhance deposit customer loyalty, optimize the deposit-to-loan ratio for corporate borrowers, and reduce funding costs.
(2) Wealth management business:
We obtained the Wealth Management 2.0 license and will open high-asset business in 2026, moving into the Kaohsiung area of the Asia Asset Management Center to transform and upgrade our wealth management business, establish a "Wealth Management Ecosystem in Southern Taiwan", and adopt strategies such as mastering customer management, strengthening team capabilities, and driving commission income growth to establish a professional brand image based on the "Three Wealth Philosophies": "Protecting Wealth under Principles, Increasing Wealth with Proper Methods, and Passing on Wealth in Order". This will enhance market awareness and expand wealth management income.
(3) Investment business:
The goal is to enhance financial operational efficiency and capital liquidity. By diversifying investments across stocks, bonds, and foreign exchange and employing flexible strategies, the Bank seeks stable investment returns while maintaining controllable risks.
- "Operating Expense" Strategy
The Bank focuses on streamlining the organization and expanding the business, optimize the cost structure and expense management, strengthen the front-line sales and financial advisor personnel, and improve the business development and wealth management capabilities to facilitate business growth and transformation, thereby enhancing operational efficiency.
2025
ANNUAL REPORT
Operational Highlights
4.1.5 Market Analyses
I. Regions Where the bank Operates
The bank focuses primarily on the domestic market. Up to the date of publication of the annual report, the bank has 40 business units (Offshore Banking Branch included), 25 of which are located in Kaohsiung City, 1 in Pingtung City and Hsinchu City respectively, 2 in Taichung City and Tainan City respectively, 3 in Taipei City, New Taipei City and Taoyuan City respectively.
II. Future Supply and Demand and Growth of the Market in which the bank is Engaged
Looking forward to 2026, the momentum of global economic recovery will still be affected by multiple uncertain factors, including adjustments to monetary policies in major countries, the energy transition and climate change, and international trade policies, all of which will exacerbate market turmoil. On the other hand, the rapid adoption of AI and FinTech may disrupt traditional growth models, ushering in a new wave of momentum for the industrial chain and opening up new business opportunities for the financial industry. In addition to continuing to cooperate with flexible adjustments in investment allocation, strengthening credit risk control, and promoting core businesses such as deposits and loans, the Bank promotes digital financial transformation and optimize digital platform services to improve customer penetration and satisfaction. We actively expand financial management-related businesses, create a diversified portfolio of financial products, and meet the asset planning needs of different customer groups to expand service value and enhance competitive advantages.
In the face of the global trend of sustainable finance, the Bank has incorporated ESG into our business philosophy and is promoting low-carbon transformation, green finance, and other products in line with national policies. The Bank also introduces green operation management principles and creates long-term sustainable value for businesses and society. Regarding corporate governance, the Bank prioritizes risk management, legal compliance, and internal control systems, and steadily promotes business development to strengthen the core competitiveness of the Bank.
III. Competitive edge, factors favorable and unfavorable for development and responses
BOK is bound to confront the following under the changeable global economic situation:
(i) Favourable Factors
A. Kaohsiung City Government holds 41.23% of the common shares issued by the BOK to provide stable ownership. Stable sources of business are available from agencies, schools and personnel of the city government at all levels. In addition, the BOK is on good terms with Kaohsiung City Government in finance, business and human resources with positive interactions. Examples are the assistance to the city government in the disbursement and redemption of the Kaohsiung coupons for economic vitalization. The BOK also plays the role of gardener in financing the youths to start up new businesses in cooperation with the Youth Bureau of Kaohsiung City Government to support the incubation and development of new businesses.
B. The bank has capitalized on the distinct industry characteristics of the Kaohsiung region, and developed its SMEs lending for many years. It has accumulated a customer base that generates consistent revenues, and a loan portfolio that grows progressively year after year. The bank is well-positioned in the local market.
C. The bank is actively developing the wealth management business for higher fee-based income and diversifies earnings.
D. The BOK is the only domestic bank of Taiwan headquartered in Kaohsiung and is closely associated with local industrial and economic developments and the banking needs of the public in the community. The BOK will continue to perform its function of financial responsibility and support the city government. The Trust Department of BOK is located in Kaohsiung City and provides face-to-face advisory and trust services to the local social welfare institutions, social vulnerable groups and general customers for cultivating the trust business in the Greater Kaohsiung Area.
E. Taiwan has entered the dual social problem of population aging and childhood and the reform of the military retreat, and the demand for investment and wealth management has increased.
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Operational Highlights
(ii) Unfavourable Factors
A. The BOK is not a financial holding group and has no overseas banking locations. In the wake of the prevalent expansion worldwide of the financial holding groups and business innovation, BOK is confronted by an extremely competitive and challenging operating environment.
B. Keen competition in the banking industry in Taiwan and the financial products and services provided are highly homogeneous.
C. Globalization of finance and banking and cross-sector competition of the financial holding firms takes away the market share previously gained by the medium and small banks.
D. Global economic environment is unfavorable and the financial sector is under undue pressure.
(iii) Response Measures
A. Increase the size of capital, strengthen the competitiveness and risk-bearing capacity, and create revenue.
B. Continue upgrading the proportion of loans to SMEs, fostering local SMEs, increasing the bank's income and creating a win-win situation.
C. Integration of marketing resources with a focus on product development and pursuit of cross-marketing. Integrate the service to customers across the board in good quality to enhance the overall contribution value of customers.
D. The ongoing development of digital banking technologies compelled the Bank to reinforce the idea of digital banking and the ability in the mindset of the staff to perform to upgrade the operations performance and competitive power in the market.
E. Adopt forward deployment strategies in investment as long as the risk could be kept under control for a higher level of returns with dynamic allocation of assets for improving overall profit.
F. Pursuit of market segmentation and management of customer asset positions by cluster and category with a focus on key customers of wealth management. Provide customized integrated financial and asset planning for customers.
4.1.6 Overview of Research and Business Development of Financial Products
I. The Scale and Performance of Major Financial Products and Corresponding New Functional Units in the Past Two Years
(i) Scale of Major Financial Products
Unit | NT$ Million
| Major Financial Products | Dec.31,2025 Balance | Dec.31,2024 Balance |
|---|---|---|
| Loans to SMEs | 89,521 | 92,499 |
| Tuition Loan | 4,578 | 4,680 |
| Simple Credit Loans | 53 | 73 |
| Specific Money Trusts Earmarked for Investing Foreign and Domestic Securities | 23,849 | 23,439 |
| Trust Assets | 38,446 | 36,822 |
(ii) New Business Units: None.
II. Expenditure & Results of R & D in the past two years and Future Plans
(i) Expenditure of R & D
Unit | NT$ Million
| Year | 2025 | 2024 |
|---|---|---|
| Amount | 195 | 72 |
2025
ANNUAL REPORT
Operational Highlights
(ii) Results of R & D
| Business Item | Financial Products |
|---|---|
| Loan Business | 1. Launched New Caoya region land sale project loans. |
| 2. Housing Endowment Leisure Living for the Elderly project loans. | |
| 3. Urban danger and old buildings accelerate the reconstruction of loans. | |
| 4. "Xiongyiju" First-Time Homebuyer Mortgage Program, "Xingfuju" First-Time Homebuyer Preferential Mortgage Program, and "Haoxiangdai" Financial Loan Program. | |
| 5. "Youth Entrepreneurship Loan" Project, "Net Zero Carbon Emission, Digital Smart Factory" Project, "Engineering Construction" Project. | |
| Digital banking operation | 1. We optimized the transaction functions and security control mechanisms of digital transaction channels (internet banking, mobile banking, corporate online banking, and ATMs) to continue enhancing the customer service experience. |
| 2. We actively promotes mobile payment services such as "TWQR", "Jkopy", "iPASS MONEY", "PX Pay plus" and "LINE Pay Money", providing customers with links to diverse payment options, automatic account top-ups, and joint marketing activities. This satisfies customers' needs for mobile payment experience, including consumption payments and tax payments, and integrates payment flows into their daily lives to create a unique financial ecosystem. | |
| 3. We promote financial inclusion and accessibility policies, and offer interbank ATM withdrawal fee discounts for customers with disabilities. We have actively replaced the hardware and software of our accessible ATMs, bringing the proportion of accessible ATMs to 74.2%. | |
| 4. The Bank launched the "LINE Pay Money Account Link Service" to expand the Bank's digital financial services and build a financial service ecosystem. | |
| 5. The "Online Consumer Finance Loan Platform" was launched to enhance the convenience for customers to apply for consumer finance loans. | |
| 6. The certificate carrier "SimSize Card" was introduced on the corporate finance network, enabling customers to use a USB plug-in certificate carrier for transactions, eliminating the need for a chip card and card reader. This simplifies the customer transaction process and significantly improves the convenience for customers. | |
| 7. The eACH instant collection and payment service and eDDA electronic authorization services were launched to provide customers with more diverse and convenient online collection and payment, debit / credit authorization, and online authentication channels. | |
| Insurance agency business | The partnered life insurance companies are gradually launching mobile insurance sales for personal insurance products, replacing paper applications with electronic applications. This is supported by an online real-time verification system that shortens the insurance application process, saving customers' time, improving service quality and operational efficiency, and implementing the ESG sustainable management concept. |
(iii) Future Plans of R & D
Unit: NT$ Million in Mar. 5,2026
| Plans of R & D | Progress | Fees of R & D | Time of Work-Down | Key Point of Success |
|---|---|---|---|---|
| New version of mobile banking application | In progress | None | Jun.,2025 | 1. Sound advance planning: |
| Plan the product architecture and UI/UX design that meet the customer's loan application needs and use cases, and draw up a suitable and feasible implementation plan. | ||||
| 2. Effective project management and execution: | ||||
| Effective communication between internal units during the R&D period, mastery of key technical capabilities, and investment of sufficient resources and labor costs. |
4.1.7 Plans for Long-term and Short-term Business Development
| . Short-term Business Development | Please refer to page 85 "4.1.4 Business Plan for 2026".
II. Long-Term Development | Please refer to page 5 "BoK's Driving Transformation and Opening New Pathways".
Operational Highlights
4.2 Human Resources
4.2.1 Information of Employees for the Past Two Years & Up to the report printing date
| FY | Mar. 5, 2026 | 2025 | 2023 | |
|---|---|---|---|---|
| Number of Employees (Person) | 1,146 | 1,152 | 1,139 | |
| Average Age (Years old) | 43.21 | 43.08 | 43.63 | |
| Average Years of Service (Year) | 14.71 | 13.86 | 14.43 | |
| Level of Education (%) | Ph.D. | 0.2 | 0.2 | 0.2 |
| Masters | 21.1 | 20.8 | 20 | |
| Bachelor's Degree | 73.6 | 73.7 | 73.7 | |
| Senior High School | 5.1 | 5.3 | 6 | |
| Below Senior High School | 0 | 0 | 0.1 | |
| Name of Employees With Certificates, Licenses and Qualifications (person) | Basic Test for Bank Internal Control | 957 | 941 | 937 |
| Trust Operations Personnel | 918 | 922 | 917 | |
| Banking Knowledge and Professional Ethics Test Passing Certificate | 1,067 | 1,049 | 1,008 | |
| Life Insurance Sales Agents | 858 | 838 | 849 | |
| Investment Link Insurance Sales Agents | 597 | 589 | 581 | |
| Non-Life Insurance Sales Agents | 841 | 822 | 829 | |
| Derivative Finance (structural goods) Sales Staff | 635 | 630 | 622 | |
| Junior Loan Staff | 451 | 451 | 456 | |
| Junior Foreign Exchange Staff | 673 | 673 | 600 | |
| Personal insurance sale agent in products denominated in foreign currency other than investment-linked products eligibility test | 541 | 535 | 496 | |
| Wealth Management Planning Staff | 308 | 307 | 324 | |
| Senior Securities Specialist | 256 | 259 | 267 | |
| Futures IB | 207 | 208 | 216 | |
| Bill Finance Specialist | 163 | 166 | 180 | |
| Securities Investment Trust and Consulting Professionals | 209 | 211 | 223 | |
| Trust Manager | 152 | 152 | 157 | |
| Securities Specialist | 214 | 214 | 188 | |
| Futures & Trust Fund Sale Representatives | 106 | 103 | 111 | |
| Anti-money laundering and anti-terrorism professionals qualified for testing | 152 | 154 | 151 | |
| Financial Digital power / Technology knowledge test passed | 176 | 174 | 160 | |
| Senior Loan Staff | 14 | 14 | 14 | |
| Bond personnel professional capacity test | 17 | 17 | 21 | |
| Personal Insurance Agent | 9 | 10 | 10 |
2025
ANNUAL REPORT
Operational Highlights
| FY | Jan. 31, 2026 | 2025 | 2024 | |
|---|---|---|---|---|
| Name of Employees With Certificates, Licenses and Qualifications (person) | Personal Insurance Broker | 4 | 4 | 4 |
| Trust Supervisor | 8 | 7 | 10 | |
| Property Insurance Agent | 8 | 8 | 8 | |
| Property Insurance Broker | 3 | 3 | 3 | |
| Securities Investment Analyst | 7 | 7 | 6 | |
| Financial personnel risk management basic ability test passed | 79 | 80 | 74 | |
| Financial personnel risk management professional ability test | 5 | 5 | 5 | |
| Certified Internal Auditor(CIA) | 1 | 1 | 1 | |
| Certified Public Accountants | 4 | 4 | 4 | |
| Corporate Governance basic ability test qualified | 7 | 7 | 6 | |
| Wealth Management Planning Consultant | 4 | 5 | 4 | |
| Sustainable Development Competency Test | 201 | 197 | 28 |
(Note: The above headcount does not include interns)
4.2.2 Employees' Further Education and Training
I. For the purpose of encouraging employees to undertake further studies in off-work hours, the Bank has a policy of reimbursing half of the tuition fees for any employees undertaking further studies relevant to their work at universities, colleges or graduate schools of universities. The Bank has sponsored 31 person-times in FY 2025.
II. In order to advance the professionalism and skills of the bank's employees, develop future human resources in all kinds of business and with the aim of improving employee quality and enhancing our service quality, the Bank continually plan for the various training programs from time to time. Details of training programs for FY 2025 are as follows:
(i) Internal training (including commissioned training): 132 classes on "Digital Specialist Training Course in FY 2025" were provided in 2025 with participation of 8,242 persons by head count. The content covers basic training in banking, advanced banking and financial programs, ESG Sustainable Finance Course, education on legal affairs and laws, new financial products (and promotion), wealth management and insurance, or marketing skills, and leadership programs.
(ii) External Training (including commissioned training): Due to business requirements, the bank sent employees from time to time to attend the relevant training programs organized by other related educational training institutions. In FY 2025, we have sent a total of 1,649 person-times to participate in such training programs.
(iii) Overseas study and inspection: No arrangements for the selection of colleagues for overseas study or inspection in 2025.
(iv) To implement the corporate governance system and enhance the professionalism of directors and supervisors, Chairperson Meei-Ling Jeng and 11 directors were selected to participate in corporate governance or finance courses in 2025 for a total of 74 person-times.
90
Operational Highlights
4.3 Social Responsibility and Code of Ethical Conduct of the Bank
4.3.1 Sustainable Development Governance Framework
To implement the sustainable development management philosophy, the Bank, by resolution of the Board of Directors, has elevated the Sustainable Development Committee to a functional committee of the Board, chaired by the Chairperson, with all independent directors invited to serve as members. The committee oversees specialized subgroups focused on "Corporate Governance," "Environmental Sustainability," "Responsible Finance," "Employee Care," and "Social Welfare," which are responsible for promoting and executing related initiatives. The committee will meet at least four times annually, with additional meetings held as needed. This structure aims to deepen the Bank's commitment to sustainable development and establish short-, medium-, and long-term sustainability goals to ensure the successful implementation of sustainable transformation.

Organizational structure chart of the Sustainability Development Committee
2025
ANNUAL REPORT
Operational Highlights
4.3.2 Corporate Social Responsibility Operation and Implementation
1.2025 events of the BOK Social Welfare and Charity Foundation
| Social Welfare | ||
|---|---|---|
| Item | Event Name | Event Description |
| 1 | Taiwan Fund for Children and Families | Sponsored 10 children from low-income families in Kaohsiung City, providing NT$1,000 per child each month to a total of NT$ 120,000. |
| 2 | “The 2025 Love and Warmth, Hello, Have You Eaten?” event organized by the Eden Social Welfare Foundation | Donated NT$30,000. |
| 3 | The grant-in-aid for the second semester of 2024 under the “Harbor City Joint Scholarship and Zhanchi Engineering Service Program” organized by Kaohsiung United Charity Association. | Donated NT$12,000 per semester to 10 youths, to a total of NT$ 120,000. |
| 4 | Activities for “Diverse Community Living and Life Services” organized by the Syin-Lu Social Welfare Foundation | Donated NT$20,000. |
| 5 | The “2025 Poverty Assistance Fund for Children and Adolescents” charity event organized by World Vision Taiwan Foundation | Donated NT$30,000. |
| 6 | The 2025 Global Good Deeds Day organized by the Kaohsiung Volunteer Service Association | Donated NT$50,000. |
| 7 | The “scholarships for the first semester of the 2025-2026 academic year” offered by Kaohsiung Social Welfare Association | Donated NT$10,000 per semester to 12 high school and college students, to a total of NT$ 120,000. |
| 8 | The Kaohsiung Charity Association’s “Harbor City Joint Scholarship and Wings Project Service Plan” scholarship for the first semester of the 2025-2026 academic year. | Donated NT$12,000 per semester to 10 youths, to a total of NT$ 120,000. |
| 9 | The “Kaohsiung City Council Joint Winter Warmth Delivery in 2025” organized by the Kaohsiung City Social Welfare and Charity Association | Donated NT$200,000 to 100 disadvantaged families by providing NT$2,000 of supply coupons to a household. |
| 10 | The 2026 annual service and “Love Elders, Love Reunion” charity event organized by Huashan Social Welfare Foundation. | Donated 200 sets of New Year meals, at NT$1,000 per set, to a total of NT$ 200,000. |
| 11 | The “Success on Horseback - A Good Year for Disadvantaged Children” program organized by the Social Affairs Bureau of Kaohsiung City Government | Granted 275 red envelopes to children, with NT$600 in each envelope, to a total of NT$ 165,000. |
| 12 | The grant-in-aid for the second semester of “2025-2026 organized by Kaohsiung United Charity Association”. | Donated NT$10,000 per semester to 12 high school and college students, to a total of NT$ 120,000. |
| 13 | Blood donation event at Hanshin Arena Shopping Plaza | A total of 312 bags of blood were collected on March 8, 2025. |
Operational Highlights
2.2025 events of the BOK Charitable activities, Art and Sports expenditure
| Charitable Activities | ||
|---|---|---|
| Item | Event Name | Event Description |
| 1 | New Year Couplets and Calligraphy Event at National Hsinchu Senior High School | Through calligraphy activities and couplet writing, people could experience traditional Spring Festival customs and foster community cohesion. Sponsorship amount: NT$10,000. |
| 2 | Community policy promotion and volunteer fellowship in 2025 | Through seminars and hands-on training, community staff and volunteers enhanced their knowledge and ability in political advocacy, which improved the quality and enthusiasm of their services. Sponsorship amount: NT$20,000. |
| 3 | Blood donation for love in 2025, starting from you and me! Blood donation event | Through this event, the Bank enhanced the commitments to the community care and social services to promote mutual prosperity. Sponsorship amount: NT$10,000. |
| 4 | “Protecting the Earth, Healthy Walking Seminar” event | Through this event, we raised public awareness of the link between low-carbon diets and environmental protection, and promoted healthy eating habits. Sponsorship amount: NT$10,000. |
| 5 | The 2025 cultural exchange event organized by the De-Hsing Community Development Association in Mai Nong District. | Through this visit, we learned from their successful models in community building, cultural preservation, and industrial development, which will serve as a reference for local community transformation initiatives in the future. Sponsorship amount: NT$20,000. |
| 6 | The 2025 cultural exchange event organized by the Mi-Nong Community Development Association in Mai Nong District. | Through this visit, we learned from their successful models in community building, cultural preservation, and industrial development, which will serve as a reference for local community transformation initiatives in the future. Sponsorship amount: NT$20,000. |
| 7 | “Dragon Boat Festival Care and Sentiment, Fragrant Zongzi and Community Love” | We used the power of the communities to implement social care initiatives, allowing senior citizens, disadvantaged families, and students in the community to enjoy the spirit of the Dragon Boat Festival. Sponsorship amount: NT$20,000. |
| 8 | The 2025 overseas environmental education and experience event - exchange with the schools in Japan | This overseas experiencing event helped expand students' international perspectives and promote innovative thinking and environmental sustainability. Sponsorship amount: NT$10,000. |
| 9 | “A New Choice for Family Care – Understanding Long-Term Care 2.0 Service Resources” - Community Welfare Seminar | We enhanced people's awareness of long-term care 2.0 service resources through the seminar, facilitate support and resource integration for family caregivers, and improve the overall well-being of Kaohsiung citizens. Sponsorship amount: NT$10,000. |
| 10 | “Protecting the Earth, Walking for Health” seminar | Through the energy-saving and environmental protection lecture, residents increased their awareness and took more action regarding sustainable living and low-carbon diets. Sponsorship amount: NT$10,000. |
| 11 | “Hi! Kid's Christmas Market Party” event | This event could help children develop their initiative and promote parent-child interaction. Sponsorship amount: NT$10,000. |
2025
ANNUAL REPORT
Operational Highlights
| Item | Event Name | Event Description |
|---|---|---|
| 1 | Support of the local film “Taiwan Unsung Hero” | We gave tickets to our valued customers, elementary school students, and their parents to the movie “Taiwan Unsung Hero”. The film served as a reminder that life is full of light and hope and encouraged the audience to bravely overcome challenges and face life's difficulties. The amount is NT$26,400. |
| 2 | New Year Concert “Open the Happy Magic Music Box” | We gave our valued customers with tickets to the New Year Concert “Open the Happy Magic Music Box”. The concert featured a classical music team whose profound skills paid tribute to classic works while looking forward to a hopeful new year. We communicated the beauty and emotion of the Disney music, inspiring a sense of truth, goodness and beauty among the general public. The amount is NT$41,600. |
| 3 | The 2025 spring performance of “They Said, She Took Him Away” Musical Play. | The Bank presented tickets to our valued customers to attend the 2025 spring performance of “They Said, She Took Him Away” Music Play of the Department of Performing Arts, Shudde University of Science and Technology. Sponsorship amount: NT$10,400. |
| 4 | The 2025 Kaohsiung Children's Arts Festival – Joyful Kaohsiung | We enhanced citizen participation and fostered children's creativity through this Children's Arts Festival, thereby increasing a sense of local identity. Sponsorship amount: NT$1,000,000. |
| 5 | The “2025 Aerobic Dance Teaching” event | Through this event, community residents were encouraged to exercise outdoors in the evening (aerobic health dance, line dance, and social dance) to save energy, proactively prevent age-related illnesses, and improve their physical and mental well-being. Sponsorship amount: NT$20,000. |
| 6 | The 30th anniversary performance of the Sunhope Taiwanese Opera Troupe: [No. 30 Dream, How to Train a Play God] | The Bank presented valued customers with tickets to the 30th anniversary performance of a local theater troupe in Kaohsiung. The production embraced a borderless concept, transcending the boundaries of gods and humans, musics, and traditional and modern costumes, allowing the story to unfold without external constraints and fully express the humor and warmth of Taiwanese opera. Sponsorship amount: NT$50,000. |
| 7 | The 8th Feng I Shang Hsing Cup, and promotion of anti-drug, energy saving and carbon reduction | The Bank promoted citizen sports, encouraged active lifestyles, improved physical and mental health, and raised anti-drug, energy saving and carbon reduction awareness. Sponsorship amount: NT$10,000. |
| 8 | [Jaap van Zweden conducts Beethoven's Symphony No. 5 with the ESO], performed by Evergreen Symphony Orchestra | We presented tickets to our valued customers for this performance by the Evergreen Symphony Orchestra, led by the conductor Jaap van Zweden, and featuring flutist Yu-Chia Hsu and harpist Meng-Lu Chiu. The performance showcased how western classical music evolved from a pristine spring to a roaring tide over the course of time. Sponsorship amount: NT$100,800. |
| 9 | The 2025 Kaohsiung International Street Dance Competition | Through this street dance competition, we encouraged young people to connect with each other and strengthened their sense of local identity. Sponsorship amount: NT$800,000. |
| 10 | The 10th Taiwan Indigenous Boxing Championship | The Taiwan Indigenous Boxing Championship not only emphasized technical inheritance and athlete training, but also expanded athletes' horizons by incorporating an international city invitation system and promoting the growth of boxing culture in indigenous communities towards international recognition. Sponsorship amount: NT$10,000. |
| 11 | [2025 FOCASA Circus Festival] Charity Education Session – Children from Remote Areas Experience the Circus | Through this event, children from remote areas and having a disadvantaged background in Kaohsiung were invited to watch the circus performance inside the tent, raising social awareness of issues such as rural education and art therapy. Sponsorship amount: NT$39,000. |
94
Operational Highlights
K
| Arts and Sports Activities | ||
|---|---|---|
| Item | Event Name | Event Description |
| 12 | “Mi-Nong Blue Shirt” Raft Speed Competition | Through the dragon boat and raft races, experience events, and specialty markets, Mai Nong Lake was transformed into a prominent area combining sportsmanship, cultural heritage, and tourism value. Sponsorship amount: NT$10,000. |
| 13 | The 2025 Campus E-sports Talent Training and Experiential Learning Program - The Youth E-sports Championship | The event encouraged local youth to participate in the emerging e-sports. Sponsorship amount: NT$2,000,000. |
| 14 | The 2026 Kaohsiung New Year's Eve Event | The 2026 Kaohsiung New Year's Eve event showcased a facet different from the multiculturalism. The stage design, animation, and lighting effects embodied a blend of traditional and modern trends throughout the performance. Sponsorship amount: NT$1,050,000. |
| 15 | "Kaohsiung City Sports Development Fund Competitive Athlete Peak Climbing Project 2025" | Support local athletes with outstanding performance. Sponsorship amount: NT$2,321,000. |
4.4 Number of full-time employees not holding managerial positions and information on salaries
Unit: NT$ Thousand, person
| Item | Dec. 31,2025 | Dec. 31,2024 | The difference comparing with the previous year |
|---|---|---|---|
| Number of full-time employees not holding managerial positions. | 1,119 | 1,083 | 36 |
| The “mean salary” of full-time employees not holding managerial positions. | 1,232 | 1,206 | 26 |
| The “median salary” of full-time employees not holding managerial positions. | 1,067 | 1,061 | 6 |
4.5 Information Technology and Computer Facility
4.5.1 The Core Hardware / Software and Maintenance
The current hardware of the core IT system contains IBM NTD transaction server, disk, foreign exchange transaction server, cryptosystem servers, and server group, and the software in service are IBM Z/VSE6.2 for core banking system and IBM i V7R5 for the foreign exchange system. The bank engage maintenance contracts with IBM for both systems.
4.5.2 Emergency Backup and Security Protection
I. Developing and testing systems function not only for implementation and testing on a daily basis but also the backup systems for operating systems, such as operation server and disk. The two cryptosystem servers are the backup for the cryptosystem systems of operation hardware.
II. The Bank conduct backup drill for operation mainframe, communication control server, and cryptosystem systems on a six-month basis. As to backup drill for disk storages, the Bank has it once each year.
III. The Bank entered into a remote backup contract with FISC, which requires us to conduct remote backup drills twice a year with Kyndryl (IT infrastructure service provider).
IV. Entered into an asynchronous offsite backup agreement with Kyndryl covering the New Taiwan Dollar core banking system, foreign exchange system, branch systems, internet banking system, and critical server disk drives. Changed data are continuously backed up to Kyndryl's disaster recovery data center via dedicated network lines.
V. To ensure the IT facility is functioning well and the safety of employees, the Bank impose entrance control in the IT building and have a generator, two sets of uninterruptible power system, and two sets of air conditioning machines. The Bank also conduct a fire drill every six months.
2025
ANNUAL REPORT
Operational Highlights
4.6 Information Security Management
4.6.1 Information Security Management Strategy and Framework
I. Information Security Risk Management Framework
(i) Information Security Governance Organization
To actively promote the development of the Bank's information services and ensure the secure operation of its information systems, the Bank has established the "Information Services and Security Promotion Committee." This committee is responsible for planning and overseeing the Bank's information security maintenance activities. It is chaired by the Vice President in charge of information services, with committee members consisting of department heads from Legal Compliance, Operations Management, Risk Management, Digital Finance, and Information Technology. The Committee convenes at least one meeting annually. Its responsibilities include reviewing the annual information technology plan, deliberating on ad hoc major information system business requirements, determining the implementation schedule for the aforesaid information-related matters, conducting management reviews of the Information Security Management System(ISMS), and planning and supervising the Bank-wide information security maintenance operations. Extraordinary meetings are convened as necessary. In 2025, a total of four meetings were held. Meeting minutes were prepared in accordance with the resolutions passed, submitted to the President for approval, and subsequently circulated to the respective business units for implementation in accordance with the resolutions.
(ii) Staffing for the Governance of Information Security
The BOK has appointed the Vice President of the Information Supervision Division as the Chief Information Security Officer in accordance with Article 38-1 of the "Regulations Governing the Implementation of Internal Control and Audit System of Financial Holding Companies and Banking Industry" to administer the pursuit of information security policies and the allocation of resources. A designated body for information security was established and headed by a designated person and staffed with 4 persons under proper equipment. This body is responsible for the planning, monitoring and pursuit of information security management.

Organizational Structure of Information Security at BOK
Operational Highlights
II. Information Security Policy
(i) Information Security Management Strategy
The BOK has established the "Information and Security Policy Guidelines" (hereinafter referred to as "Information Security Guideline" for the proper pursuit of information security management thereby the scope of information security management, personnel management, information security education, creation of handbook, entrance code, access priority management, operation management, data input and output management, data file management, program file management, computer media management, terminal equipment management, system development and change management, document management, personal computer equipment management, data protection, Internet security management, computer virus prevention, policy of response to disaster and reporting on information security incidence, are regulated by the rules and procedures. These measures help to develop the effective mechanism for information security protection. The status of information security works will be reported to the Information Security Committee at regular intervals of the year with review on the Information Security Guideline.
(ii) Action plan on information security
For protecting information operation and security, and structuring an effective protection framework, BOK continues to install related protective devices and information security system to prevent possible attack and intrusion, and exercise control over the priority of users in using the internal mainframe server and the Internet under the principle of lowest level of authorization. BOK continues to strengthen the monitoring and warning mechanism for the protection of information security across the Bank and the protection of the rights and privileges of the customers. The principal action plan for information security protection is summarized below:
| Information Security Policy Multiple Layers Information Security Protection Framework | |
|---|---|
| Internet security management | Multiple layers new generation Internet firewall Dispersed interception service and attack prevention measures. Intrusion detection and prevention system Server weakness scanning system |
| Server security management | Network content filtering equipment Computer virus prevention system Priority ID and authority control system Information assets and function management system Server file allow list management system |
| Application program security | Network application program firewall system Source code scanning and testing system Application program version control system Third party program bank and program security checking mechanism Mobile application program security check Web anti-tampering system |
| Information security Analysis | Advanced and continued intrusion prevention system System information and event analysis management system System recording and storage system |
| Data leak protection | Network content personal information screening Mail screening management system Mail filing approval management system Computer portable and peripheral storage management |
| Information security collective protection mechanism | Cybersecurity collaboration with the Financial Information Sharing and Analysis Center (F-ISAC) Threat intelligence sharing through the Financial Security Operations Center (F-SOC) |
2025
ANNUAL REPORT
Operational Highlights
(iii) Commitment of resources to information security management
A. Information security assessment: BOK commissions professional institutions to classify the computer system by the level of importance and influence every year, and conduct information security assessment on the computer system of the Bank at regular intervals or by stage. A “Computer System Information Security Assessment Report” will be presented with the follow up of related corrective action plans and preventive action plans for the improvement and upgrade of the capacity of the Internet and information system security protection.
B. International certificates: The Bank continues to promote compliance of its operations with international standard management systems. The Bank’s Information Technology Department and insurance agency business have obtained certification under ISO/IEC 27001:2022 Information Security Management System (ISMS). In addition, the insurance agency business has obtained certification under ISO/IEC 22301:2019 Business Continuity Management System (BCMS) and BS 10012 Personal Information Management System (PIMS), all of which remain valid and effective.
C. Law and compliance: ongoing observation of the instructions from the Financial Supervisory Commission and the rules and regulations of the Bankers Association pertinent to information security. Revise the information security rules and regulations, and procedures of the Bank timely in line with the practice of information security for the proper compliance with applicable laws.
D. Training and education: Personnel of the Bank’s dedicated information security unit complete no fewer than 15 hours of professional or competency-based information security training each year. All employees complete at least three hours of information security awareness training annually. Internet of Things (IoT) management personnel and digital information officers complete no fewer than three hours of IoT and digital information professional training. Furthermore, information and cybersecurity reminders are formally circulated to all units on a quarterly basis to ensure effective implementation and awareness.
E. Professional qualifications: The designated personnel of information security at BOK will continue to strengthen their professional and technical capacity. 4 designated personnel have obtained 6 related certificates and licenses in information security as announced by the Executive Yuan. BOK will continue the recruitment of people disciplined in related areas of specialization for reinforcing the effect of information security protection.
F. Business continuity exercise drill: BOK has established the “Computer Operation Disaster Recovery Procedure” in responding to possible information security incident, system failure, or disasters that affect the information system thereby the disaster recovery procedure of the computer center, banking unit connection and disaster recovery procedure were explicitly stated. Other procedures for the exercise drills of the backup for different information systems by the distinctive feature of each system have also been established with routine practice of exercise drills.
4.6.2 Information Security Risk and Response Measures
I. The risk of information technology security
The financial and banking sector is under the high level supervision of the competent authority thereby subject to the audit and examination of the competent authority, certified public accountants, internal and external auditors and the internal audit function. Ever since the establishment of the full-range network and computer application system, BOK started to pay close attention and allocate appropriate resources to the security management of the information system, Internet system, and the server system, and continue to review and assess the rules and regulations and procedures for information security for assurance of appropriate and effective protection. BOK seeks to extend the scope of business continuity exercise drill and oriented towards no interruption in operation. Yet, the rapid change in and evolution of the information technology environment, it is impossible to guarantee no malicious intrusion or internal and external threat to information security. Ongoing budget has to be allocated for the upgrade of the protection system with the intensification of personnel training, fortifying of information security policy, and reduce the threat to corporate information security through the aspects of system, know-how and program.
98
Operational Highlights
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II. Information security risk management policy
For the intensification of information security risk management, BOK has established a designated body for performing this function in August 2017 with proper staffing and allocation of equipment. This body is responsible for the planning, monitoring and pursuit of information security. For the proper pursuit of information security risk management, information security risk was included as an item for risk management of BOK in 2020. Accordingly, the status of information risk control of the previous month will be tracked and compile into a report for presenting to Risk Management Committee each month for review. This helps to pursue the effective operation of the risk management mechanism. With continued follow-up and review, a quarterly report will be presented to the Board for the effective control of different risks and assures health operation of the Bank.
4.6.3 2025 and up to the publication date of the annual report, the losses due to major cyber security incidents, possible impacts, and responsive measures : None.
4.7 Labor Relations
I. Employee benefit policy, retirement system, labor-management agreement, and the protection of employee rights.
(i) Employee benefit policy: The Bank has established performance bonus and employee remuneration system, shareholding trust, group insurance, allowance for continuing education, welfare fund, children education scholarship and subsidy, and others for providing stability for the daily lives of employees and boost up their morale.
(ii) Labor pension system: The Bank has established the "Guidelines on Employees' Retirement Compensation and Severance Pay of Bank of Kaohsiung" to facilitate employees' retirement. The Bank appropriates Labor Retirement Reserve Fund according to the "Labor Standards Act", and Labor Pension according to the "Labor Pension Act", both on a monthly basis. The pension system stipulated in the "Labor Pension Act" applicable to the Company is a state-managed defined contribution plan. The Company makes monthly contributions to employees' individual pension accounts at the rate of 6% of their monthly salary. Where the pension system of the "Labor Standards Act" is applicable, the pension fund is calculated based on the length of service and the average salary of the six months prior to the approved retirement date. The Bank contributes an amount equal to 8% of their monthly salaries to their respective pension funds, which are administered by the Labor Pension Fund Supervisory Committee and deposited in the Committee's name in the Bank of Taiwan. In addition, the Bank has disclosed the "Guidelines on Employees' Retirement Compensation and Severance Pay of Bank of Kaohsiung" on the Bank's official website (Navigation: Bank's Official Site → Stakeholders → Employees → Retirement System)
(iii) Labor-management agreement: The Bank has entered into agreement with BOK Corporate Union for protection of the rights of the employees and improvement of harmony in labor-management relation.
(iv) Employee right protection policy: The Bank has instituted the Service Regulations to specify the rights and obligations of the employer and the employees explicitly. Other rules and regulations have also been instituted for regulating the promotion, evaluation, job rotation, reward and punishment, bonus and payment of remunerations to employees for protecting the rights of the employees.
II. Losses suffered due to labor disputes in the most recent fiscal year and up to the date of publication of the annual report. : None.
III. Policy in response to possible labor-management disputes at present and in the future
As of the date of publication of the annual report, there are 1 civil litigation in processing of the competent authority. The Bank will spare no effort to justify its claim and position, and will properly respond to the ruling and the result of the ruling in the future.
IV. No violation of the Labor Standards Act of Taiwan
2025
ANNUAL REPORT
Operational Highlights
4.8 Important Contracts
Mar. 5, 2026
| Nature of Contract | Contracting Party | Duration of Contract | Major Contents | Restriction Clause |
|---|---|---|---|---|
| Outsourcing Contract | Financial Information Service Co., Ltd. | From : Jan. 01, 2026 | ||
| To : Dec. 31, 2026 | Credit card service | None | ||
| Outsourcing Contract | Taiwan Yisi Information Technology Co., Ltd. | From : Apr. 01, 2025 | ||
| To : Mar. 31, 2030 | Credit card data processing | None | ||
| Outsourcing Contract | Taiwan FamilyMart Co., Ltd. | From : Jan. 01, 2025 | ||
| To : Dec. 31, 2026 | Collection of credit card accounts | None | ||
| Outsourcing Contract | OK mart Co., Ltd. | From : Jan. 01, 2025 | ||
| To : Dec. 31, 2026 | Collection of credit card accounts | None | ||
| Outsourcing Contract | iPASS Corporation | From : Apr. 01, 2025 | ||
| To : Mar. 31, 2027 | Collection of credit card accounts | None | ||
| Outsourcing Contract | Li Bao Technology Corporation | From : Aug. 01, 2025 | ||
| To : Jul. 31, 2026 | ATM service | None | ||
| Outsourcing Contract | Mitake Information Corporation | From : Jul. 01, 2025 | ||
| To : Jun. 30, 2026 | SMS Delivery Service | None | ||
| Outsourcing Contract | Mitake Information Corporation | From : Sep. 01, 2025 | ||
| To : Aug. 31, 2026 | Credit Card Mobile Commerce SMS Delivery Service | None | ||
| Outsourcing Contract | Li Pao Security Corporation | From : Aug. 01, 2024 | ||
| To : Jul. 31, 2027 | Cash Transportation and Security Escort Services(Monthly Service Basis) | None | ||
| Outsourcing Contract | Chunghwa Post Co., Ltd., Taipei Post Office. | From : Jan. 01, 2026 | ||
| To : Dec. 31, 2027 | Printing, packing and mailing of notice of tuition loan, account statement of specific money trusts earmarked for investing foreign and domestic securities, specific money trust investment domestic and foreign securities trading confirmation, interest income and salary withholding certificate, Public housing loan interest payment list , account statement of deposit and gold passbook, housing fire insurance and earthquake basic insurance expired and the notice of insurance brokerage. | None | ||
| Outsourcing Contract | CHUNG HWA Express Corp. | From : Dec. 17, 2025 | ||
| To : Dec. 16, 2027 | Delivery of securities and other documents. | None | ||
| Contract for the Kaohsiung City Government treasury | Finance Bureau, Kaohsiung City Government | From : Jul. 01, 2020 | ||
| To : Jun. 30, 2028 | The bank was entrusted to be the agent of Kaohsiung City Treasury | None | ||
| Contract for the national treasury | Central Bank of Taiwan | As of Feb. 01, 2011 | The bank was entrusted to be the agent of the National Treasury | None |
| Contract for collection of Local tax | Bank of Taiwan | From : Jul. 01, 2020 | ||
| To : Jun. 30, 2026 | The bank was entrusted to be the collection agent of various tax payments levied by various municipal cities, counties/cities, townships/districts. | None | ||
| Contract for collection of national tax | Central Bank of Taiwan | As of Jul. 01, 2010 | The bank was entrusted to be the collection agent of national tax. | None |
| Contract for Kaohsiung Municipal Treasury Business | 27 banks including Bank of Taiwan and Farmers' Association. | As of Jan. 01, 2011 | The bank re-entrusted the Kaohsiung Municipal Treasury Business to 27 banks including Bank of Taiwan and Farmers' Association. | None |
| Contract for collection of Local tax | Land Bank of Taiwan | As of Jul. 01, 2010 | The bank was entrusted to be the collection agent of local tax levied by the Kinmen County Government. | None |
Operational Highlights
K
| Nature of Contract | Contracting Party | Duration of Contract | Major Contents | Restriction Clause |
|---|---|---|---|---|
| Contract for collection of municipal tax and fee of Taipei City | Taipei Fubon Bank | As of Jul. 01, 2010 | The bank was entrusted to be the collection agent of municipal tax, non-tax and fee of Taipei City. | None |
| Contract for collection of municipal tax and fee of Kaohsiung City | 33 banks including Bank of Taiwan. | As of Jul. 01, 2010 | The bank entrusted to be the collection agent of municipal tax, other income and fee of Kaohsiung City. | None |
| Contract for collection of traffic fine | Transportation Bureau, Kaohsiung City Government | As of Jan. 01, 2017 | The bank was commissioned to close cases immediately upon collection of "traffic fine". | None |
| Contract for district treasury | Kaohsiung Taoyuan District and 3 District Office | From : Jul. 01, 2020 To : Jun. 30, 2028 | The bank was entrusted to be the collection agent of Kaohsiung Taoyuan District and 3 District Treasury. | None |
| Contract for Kaohsiung Taoyuan District and 3 District treasury | Kaohsiung Taoyuan District and Fengshan District Farmers' Association | From : Jul. 01, 2020 To : Jun. 30, 2028 | The bank was entrusted to be the delegate agent of Kaohsiung Taoyuan District and 3 District Treasury. | None |
| Agreement on fee collection service for the city government | iPASS | As of Apr. 01, 2021 | Commissioned to collect different kinds of fees in Kaohsiung. | None |
| Agreement on fee collection service for the city government | iPASS, and Finance Bureau, Kaohsiung City Government | As of Jun. 01, 2020 | Commissioned to collect different kinds of fees in Kaohsiung. | None |
| Agreement on fee collection service for the city government | Acquirer institutions (Convenience stores) (Uni-President, Royal Supermarket, Family Mart, Hi-life). | As of Jun. 01, 2011 | Commissioned to collect tuition and miscellaneous fees for schools at different levels in Kaohsiung. | None |
| Agreement on fee collection service for the city government | Acquirer institutions (Convenience stores) (Uni-President, Royal Supermarket, Family Mart, Hi-life). | As of Apr. 01, 2010 | Commissioned to collect different kinds of fees in Kaohsiung. | None |
| Kaohsiung City's roadside parking fee collection contract using the Citizen Technology Multiple Payment Integration Platform | Transportation Bureau, Kaohsiung City Government | From : Jul. 05, 2022 To : Dec. 31, 2026 | Commissioned to collect Kaohsiung City street parking fees | None |
| Agreement on appointment of financial institutions for collection of payment for purchasing of services. | Kaohsiung City Taxation Office | From : Jul. 01, 2024 To : Jun. 30, 2028 | Commissioned to pay for the purchase of services for the Kaohsiung City Taxation Office. | None |
4.9 Information on Securitization Products Issued in FY 2025 Permitted under "Financial Assets Securitization Provision" or "Real Estate Securitization Provision": None.
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
5.1 Analysis of Financial Status
Unit: NT$ Million
| Item FY | Dec. 31, 2025 | Dec. 31, 2024 | Increase (decrease) Amount | Increase (decrease)Rate (%) |
|---|---|---|---|---|
| Cash and cash equivalents, Due from the Central Bank and call loans to banks | 20,109 | 21,842 | (1,733) | (7.93) |
| Financial assets at fair value through profit or loss | 3,745 | 3,435 | 310 | 9.02 |
| Financial assets at fair value through other comprehensive income | 33,588 | 34,945 | (1,357) | (3.88) |
| Investments in debt instruments at amortized cost | 56,553 | 58,572 | (2,019) | (3.45) |
| Securities purchased under resell agreements | 11,012 | 8,646 | 2,366 | 27.37 |
| Receivables-net | 1,402 | 1,736 | (334) | (19.24) |
| Discounts and loans-net | 224,511 | 217,145 | 7,366 | 3.39 |
| Other financial assets-net | 238 | 235 | 3 | 1.28 |
| Properties and equipment-net | 3,729 | 3,296 | 433 | 13.14 |
| Right of use assets-net | 294 | 339 | (45) | (13.27) |
| Intangible assets-net | 121 | 109 | 12 | 11.01 |
| Deferred income tax assets-net | 118 | 111 | 7 | 6.31 |
| Other assets | 416 | 239 | 177 | 74.06 |
| Total Assets | 355,836 | 350,650 | 5,186 | 1.48 |
| Due to CBC and other banks | 12,906 | 14,203 | (1,297) | (9.13) |
| Financial liabilities at fair value through profit or loss | 6 | 5 | 1 | 20.00 |
| Bills and bonds sold under agreements to repurchase | 8,652 | 12,563 | (3,911) | (31.13) |
| Accounts payable | 4,155 | 3,868 | 287 | 7.42 |
| Current income tax liabilities | 120 | 122 | (2) | (1.64) |
| Deposits and remittances | 295,898 | 288,419 | 7,479 | 2.59 |
| Bonds payables | 6,327 | 5,377 | 950 | 17.67 |
| Provisions | 490 | 370 | 120 | 32.43 |
| Lease liabilities | 292 | 340 | (48) | (14.12) |
| Deferred tax liabilities | 32 | 49 | (17) | (34.69) |
| Other liabilities | 247 | 308 | (61) | (19.81) |
| Total Liabilities | 329,125 | 325,624 | 3,501 | 1.08 |
| Capital stock | 18,799 | 18,263 | 536 | 2.93 |
| Capital surplus | 1,436 | 1,436 | 0 | 0.00 |
| Retained Earnings | 5,252 | 5,160 | 92 | 1.78 |
| Other Equity | 1,224 | 167 | 1,057 | 632.93 |
| Total Equity | 26,711 | 25,026 | 1,685 | 6.73 |
Note: Note to significant changes (change of more than 10% and the amount of change is equivalent to 1% of the total assets of the year)
1. The decrease in repurchase agreements and bond liabilities was mainly due to reduced bond investments and lower funding requirements.
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
103
5.2 Analysis of Financial Results
Unit : NT$ Million
| Item | FY | 2025 | 2024 | Increase (decrease) Amount | Increase (decrease)Rate (%) |
|---|---|---|---|---|---|
| Interest income | 8,714 | 8,295 | 419 | 5.05 | |
| Less:interest expense | (5,154) | (5,367) | (213) | (3.97) | |
| Net interest income | 3,560 | 2,928 | 632 | 21.58 | |
| Net revenues other than interest | 1,461 | 1,457 | 4 | 0.27 | |
| Net revenue | 5,021 | 4,385 | 636 | 14.50 | |
| Provision for bad debt expense, commitments and guarantee liabilities | (387) | (66) | 321 | 486.36 | |
| Operating expenses | (3,067) | (3,005) | 62 | 2.06 | |
| Income before tax—operating department | 1,567 | 1,314 | 253 | 19.25 | |
| Income tax benefit (expense) | (289) | (353) | (64) | (18.13) | |
| Net income (loss)—operating department | 1,278 | 961 | 317 | 32.99 | |
| Net income—non-operating department | - | - | - | - | |
| Net income (loss) | 1,278 | 961 | 317 | 32.99 | |
| Other comprehensive income | |||||
| Other comprehensive income for the period (net of income tax) | 974 | 687 | 287 | 41.78 | |
| Total comprehensive income for the period | 2,252 | 1,648 | 604 | 36.65 | |
| Earnings per share (dollars) | 0.68 | 0.53 | 0.15 | 28.30 |
Note : 1. Earnings per share are denominated in dollars, and the impact of bonus shares has been retrospectively adjusted. 2. No significant changes.
5.3 Analysis of Cash Flow
5.3.1 Cash Flow Analysis for the Past Two Years
Unit : NT$ Million
| Item | FY | 2025 | 2024 | Increase (decrease) Rate(%) |
|---|---|---|---|---|
| Cash flow ratio | 2.80 | Note1 | – | |
| Cash flow adequacy ratio | 298.53 | 156.46 | 90.80 | |
| Cash flow satisfied ratio | 120.49 | Note1 | – |
Note : 1. The cash flow from operating activities for the year 113 is a net outflow, therefore it will not be calculated.
5.3.2 Next Year Cash Flow Analysis
Unit : NT$ Million
| Cash and Cash Equivalents, Beginning of Year (1) | Projected net cash flow from operations in the year (2) | Projected net cash flow from investments and financing (3) | Estimated cash surplus (outflow) (1) + (2) + (3) | Leverage of Cash Deficit | |
|---|---|---|---|---|---|
| Investment Plans | Financing Plans | ||||
| 21,186 | (1,436) | (56) | 19,694 |
Remedial Measures for Estimated Cash Deficit and Liquidity Analysis : None.
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
5.4 The Impact of Major Capital Expenditures on Financial Operations in FY 2025 : None.
5.5 Investment Policy in FY 2025, Main Causes for Profits or Losses, Improvement Plans and the Investment Plan for the Coming Year.
5.5.1 Investment policy for 2025 and investment plans for the next year:
In FY 2025, the Bank increased its investment in iPASS Corporation by NT$8,820 thousand. Going forward, the Bank will continue to uphold an active yet prudent investment policy, closely monitor and understand market development trends, and, based on the Bank's business needs and overall industry development, carefully evaluate cost-effectiveness before conducting further investments within the scope permitted by applicable laws and regulations.
5.5.2 The Gain on the Transfer Investment in the Last Two Years
Unit: NT$ Million
| FY | Amount of profit | Source of profit |
|---|---|---|
| 2025 | 102 | Cash dividends and directors' compensation. |
| 2024 | 81 | Cash dividends and directors' compensation. |
5.5.3 The Loss on the Transfer Investment in the Last Two Years : None
5.6 The Evaluation of Risk Management
5.6.1 Qualitative and Quantitative Information of the Various Risks
I. Credit risks management system and capital charge
(I)Credit risks management system:
FY 2025
| Items | Contents |
|---|---|
| 1. Credit risks strategy, target, policy and flow. | ■ Strategy |
| The Bank adopts stable credit extension strategies, regulate local finance, assist municipal construction, and promote industrial and commercial development, strengthen financing to small- and medium-size enterprises, upgrade credit extension quality and achieve the Bank's purpose and business objectives. To increase the profit margin and take risk into account, business strategies should be included in annual operational plans (Ex. increase guarantee fund guarantee credit extension transferred by small-and medium-size enterprises and loans to city governments), and adjusts its loan portfolio from time to time in response to future political and economic developments. | |
| ■ Target | |
| The Bank's credit risk management objective is to establish the credit risk management mechanism recognized and complied with throughout the Bank, to identify, measure and control the credit risk to be borne by the Bank, ensure that the Bank's credit risk is maintained within the tolerable extent, maintain the balance between the credit risk and remuneration borne by the Bank and keep the adequate credit risk capital to manage the Bank's credit risk stably. | |
| ■ Policy | |
| In order to fulfill the Bank's credit risk management strategies, the Bank defines the following relevant credit risk management policies and regulations: | |
| ◆ Investigation/credit extension procedure: Stipulate the procedure to standardize the review procedure for credit extension applications, strengthen the internal management and upgrade the service efficiency. | |
| ◆ Approving authority: Stipulate the approving authority for credit extension cases, and provide the relevant licensing standards and approving procedure with respect to the change of credit extension terms to achieve the divisional responsibility and shorten the credit extension procedure. | |
| ◆ Limit of credit extension: Sets the limit of credit extension and combined credit limit with respect to counterparts, industries, territories and nations, and plans and controls the credit extension portfolio in a timely manner lower credit extension risk. | |
| ◆ Risk pricing: Price will be appropriately set with reference to the credit rating of the customers and in consideration of the cost and contribution risk. | |
| ◆ Post-loan management and risk control: The follow-up and appraisal case by case upon granting the loans, so that it might take appropriate steps to protect the credit right, if necessary. | |
| · Audit on loans: Audit on the compliance with review procedure and laws and regulations about credit investigation procedure for loaning. |
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
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| Items | Contents |
|---|---|
| 1. Credit risks strategy, target, policy and flow. | • Reexamine credit extension: The credit extension and reexamination are handled by different persons. According to the extent of risk exposure, periodic and irregular reexamination on credit extension shall be conducted in writing or in the form of on-site survey, to verify whether the credit extension customers may utilize the loan truly in accordance with the original plan and perform the contract and other agreements. Additionally, the branch's location, international economic condition and change in local political and economic condition are also the reference for frequency of the recheck. |
| • Control of credit extension quality: The Bank's business supervising entities supervise and control business entities, overestimated extension credit. | |
| ◆ NPL management: Apart from stringent collection procedures and allowances for overdue loans pursuant to the competent authority's laws and regulations, in order to accelerate clearing NPL, the Bank also defines the guidelines governing the sale of NPL. | |
| ◆ Accounting management: The credit extension accounting and archive are handled by the dedicated persons, and the procedure for documentation and archive is defined. | |
| ■ Flow | |
| The Bank's credit risk management procedures are categorized as identification, measurement, communication and control: | |
| ◆ Identification : | |
| Source of credit risk, including borrowers' default risk, deterioration of credit rating, collateral devaluation, the defaults of financial derivative issuers or counterparties etc. The identification of credit risk must also account for internal operations and changes in the external environment when determining proper risk factors. | |
| The Bank's credit risk management procedures require that each business entity should verify the credit risk involved therein before underwriting any business, and also identify the possibility of breach in the process of credit extension, investment or transaction. | |
| ◆ Measurement : | |
| Depending on the trading counterpart, purpose of capital, source of repayment, protection of credit right and prospect of borrowers, the Bank collects credit information and evaluates the credit extension applications. Also, the Bank establishes an internal rating system to properly assess and monitor customers' credit risks. Major factors of credit assessment include: internal ratings, external ratings, loss given default, the exposure, the likelihood of asset impairment, the statutory capital etc. | |
| ◆ Communication : | |
| The Bank generated the statements from the information system and checked the exposure to different risks at regular intervals. A warning ratio or range has been set up within the limit and the status of limit control will be reported to the Risk Management Committee monthly for assuring the senior officers to pay close attention to check if the risk tolerance approaches the limit. The status will also be reported to the Audit Committee and the Board quarterly. | |
| ◆ Monitor and Controlling : | |
| The scope of credit risk management covers credit risks arising from all on-balance sheets as well as off-balance sheet items. Through information systems, the Bank monitors and manages various limits imposed on credit assets to ensure that credit asset composition, concentration, and large exposures are within manageable levels. | |
| The credit risk monitoring mechanism of the Bank includes credit risk management, concentration and limit management, collateral value assessment, asset quality management, post-lending management, exceptional loan management, and investment risk management. | |
| 2. Credit risks management organization and structure. | The Bank's credit risk management organization and structure as following: |
| ◆ Board of Directors: It the top supervisory body of the Bank in risk management and approves the major credit risk management policies and conducts routine review of the major credit risk limits. | |
| ◆ Audit Committee: Supervise the operation and communication of credit risk management-related units, review important credit risk management systems and limits, and supervise the implementation of credit risk management. | |
| ◆ Risk management committee: Review risk management issues and supervise the implementation of risk management mechanisms. | |
| ◆ Credit Evaluation Committee: responsible for evaluating credit applications that require levels of approval authority higher (inclusive) than President . | |
| ◆ Investment Evaluation Committee: responsible for evaluating the investment in securities. | |
| ◆ Risk Management Dept.: It is an independently designated body charged with risk control and coordination with the respective banking units in monitoring the indicators of credit risk management and compilation of risk management report. This Department reports to the Risk Management Committee, Audit Committee and the Board, and manages the allocation of risk capital and risk disclosure in accordance with the requirements of the competent authority. | |
| ◆ Business Supervising Entities: Pursue the risk management policies approved by the Board, being responsible for the credit risk control of the operation it is in charge of, knowing the credit risk of the business handled by them, include the risk management when defining the various business requirements, and managing and supervising the business entities' execution of business, and helping Risk Management Dept. to complete the control of the Bank's credit risk. | |
| ◆ Business Entities: Comply with the Bank's credit investigation, credit extension and credit risk management requirements to engage in the routines for credit risk management, confirm the accuracy and sufficiency of the information, and report to the various business supervising entities or Risk Management Division pursuant to the requirements. |
105
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
| Items | Contents |
|---|---|
| 3. Report of credit risks, scope and features of measuring system. | (1) E-Loan System |
| The establishment of the E-Loan system started in connection with credit information system provided by the Joint Credit Information Center, the check inquiry system of Taiwan Clearing House, and land administration database. Since E-Loan performs analyses based on borrowers' historical risk factors stored in system database, the system make it possible to manage credit risks using statistical management. |
(2) Internal Rating System
The Corporate Banking segment adopted an expert model scorecard for credit rating, while the Consumer Banking segment adopted a personal credit rating scorecard. These scorecards were developed by the Credit Assessment Department of the Bank's Credit Administration Division based on fundamental credit theories, and historical experience characteristics of the financial status of borrowers, operation management, as well as industry characteristics and outlooks are also taken into consideration for a complete credit assessment and effective segregation of customers' risk grades.
(3) External Rating System
The Taiwan Corporate Risk Index (TCRI) published by Taiwan Economic Journal (TEJ) is used to evaluate the credit risks of companies listed on Taiwan Stock Exchange, GreTai Securities Market, Emerging Stock Market, and other stock exchanges.
(4) Management of Concentration risk
The Bank regularly and irregularly monitors credit risk exposures through various perspectives based on risk management reports. Caps were imposed to ensure close monitoring of concentration risk. Risk orientations of regular monitoring include: country risk, jumbo loans, industry type, group type, mandatory limit, mortgage loan distributed by county and city type, lending limit to particular party, particular affiliate and particular business group.
(5) Stress Testing
A. The Bank set the "Minor" and "Severe" pressure scenario based on the overall economic environment (e.g. economic growth rate, unemployment rate, interest rate level and house price), corporate banking (operating revenue of public non-electronic/electronic manufacturers/service suppliers, and operating revenue of non-public non-electronic/electronic manufacturers/service suppliers), and consumer banking (e.g. collateral for real estate in various districts, house price in various districts, revenue of military, government officer and teacher, and revenue of advantaged/general/disadvantaged groups in the market).
B. Structure the risk based on the loans to sale ratio, full security ratio, CLTV and DBR.
C. The expected loan, credit derivative products and investment loss is estimated by multiplying by PD provided by JCIC and LGD and EAD of the Bank (PD x LGD x EAD) to complete the pressure test and evaluate the Bank's ability to tolerate loss.
Stress test will be held annually. The test results will be reported to the Audit Committee and the Board for approval before submitting to the Financial Supervisory Commission.
Credit risk monitoring results are reported to the Risk Management Committee monthly and submitted to the Audit Committee and the Board quarterly. |
| 4. Credit risk hedging or risk mitigation policy, and strategies and procedures for continuous validity of supervision, avoidance and risk mitigation tools. | (1) Collateral Management
The Bank has established policies and limits relating to the categories and quantities of collaterals, and the exposures they are permitted to secure. These collaterals are revalued through proper procedures and are inspected on a regular or irregular basis. In addition, the Bank performs due diligence assessments on the coverage and legality of guarantees provided by guarantor over debt entitlements to ensure the effectiveness of credit guarantees, which also forms part of a credit decision.
(2) Post-Lending Management
The Bank conducts regular credit reviews on approved credit cases. Customers of different risk grades are subject to varying extents and frequencies of reviews and limit caps. These regular reviews facilitate the Bank's apprehension and response over changes in customers' risks.
(3) External Credit Guarantees
Lending to small and medium enterprises with weaker credit quality or insufficient collateral may be enhanced through the guarantees of the "Small and Medium Enterprise Credit Guarantee Fund". According to The Banking Law, credit guarantee institutions approved by the government may provide guarantees for the benefit of Bank.
(4) Credit risk Audit Policy
The internal audit unit performs regular audits over the progress and process of credit product initiation, credit policy establishment, credit assessments, debt management etc to properly monitor credit risk. |
| 5. Method adopted for providing statutory capital. | The Standardized Approach. |
106
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K
(ii) Exposure and capital charge after risk mitigation under the credit risk standard approach
December 31, 2025
Unit: NT$ Million
| Items | Exposure after Risk Mitigation | Capital Charge |
|---|---|---|
| Sovereign country | 58,549 | 33 |
| Non-central government public sector | 16,408 | 263 |
| Banks (Including multilateral development banks and centralized settlement counterparties) | 22,759 | 450 |
| Financial Asset-Backed Bonds | 0 | 0 |
| Enterprise (including securities and insurance) | 50,667 | 3,287 |
| Retail-related exposure | 41,620 | 2,395 |
| Real estate exposure | 148,581 | 9,990 |
| Equity securities exposure | 4,196 | 437 |
| Investments in equity securities through funds | 0 | 0 |
| Other assets | 6,410 | 394 |
| Total | 349,190 | 17,249 |
Note: Capital Requirement = Exposure after Risk Mitigation × Risk Weight × Minimum Capital Ratio (8%).
II. Asset Securitization Risk Management System, Exposure and Capital Charge:
(i) Securitization risk management system:
FY 2025
| Items | Contents |
|---|---|
| 1. Asset securitization risk management strategy and flow. | The Bank has not yet engaged in securitization related products for the time being, and never played the role of founding bank, service organization, credit enhancement organization or liquidity financing provider. The investment policies and management procedure with respect to asset securitization products shall be managed in accordance with the Bank's rules for management of marketable securities. |
| 2. Asset securitization risk organization and structure. | The Bank executes control and reports on the credit risks, operational risks, market risks, interest rate risks, and liquidity risks that could be generated from investment activities in securitized instruments pursuant to the management organization and structure stated in the “Risk Management Policies and Procedures” of The Bank. |
| 3. Asset securitization risk scope and features of managing report, measuring system. | Securitized products will be subject to risk assessment in accordance with the rules and regulations of FSC and BOK. The assessment results will be reported to the top management. |
| 4. Asset securitization risk hedging or risk mitigation policy, and strategies and procedures for continuous validity of supervision, avoidance and risk mitigation tools. | The Bank has not yet played the role as a founder bank or supplier of liquidity financing. As such, the Bank has not yet made related policies of securitization hedge or risk offsetting. The Bank will make related policies in the future before engaging in related business. |
| 5. Methods adopted to legal capital charge. | The Standardized Approach. |
| 6. General qualitative disclosure requirements, comprising: | |
| (1) The purpose of engaging in asset securitization activities, and banks engaged in re-securitization activities and risks borne by the type reserved. | |
| (2) Other assets securitized risks (eg liquidity risk) inherent. | |
| (3) Asset securitization process, banks play a variety of roles, and the degree of participation of banks in each process. | |
| (4) Describe changes in the credit and market risk of securitization exposures involved in the monitoring process adopted. | |
| (5) The Bank at risk securitization and re-securitization of credits reserved, the use of credit risk. | N/A |
| 7. Summary of bank securitization accounting policies. | N/A |
| 8. In the banking book, the securitization used external rating agency (ECAI) name, and its use in the case of securitization exposures for each class. | N/A |
| 9. Interpretation (such as asset moves in the inter-bank book and the trading book) any material changes since the last reporting period of quantitative information. | N/A |
Note: Items 6 to 9 are only required to be filled out by the founding bank that is currently in circulation.
(ii) Securitization: None.
(iii) Exposure and capital charge after securitization risk by type of trading: None.
(iv) Securitization Exposure Information: None.
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
III. Operational Risks Management System and Capital Charge
(i) Operational risks management system:
FY 2025
| Items | Contents |
|---|---|
| 1. Operational risks management strategy and flow. | ■ Strategy |
| Through the establishment of an operational risk management system, the Bank seeks to quantify and formalize operational risk management as part of sound corporate governance. The Bank monitors operational risks of its various business activities through proper risk management policies, procedures, and tools in an attempt to minimize potential losses, strengthen our business foundation. |
■ Flow
Through operational risk data collection, key risk indicators system (KRI) and operational risk control self-assessments (RCSA), the Banks seeks to enhance operational risk identification, measurement, communication and control to reduce operational risk, and deliver higher service quality.
◆ Identity :
Business units are responsible of identifying, assessing, and reporting the potential risks within the Bank's operating procedures. If the evaluation result shows a high-risk level, it is necessary to explore the root cause and propose "correction action", and propose countermeasure against the loss of specific amount to prevent, control or reduce the operational risk.
◆ Measure :
Ensure systematic collection of loss events data, key risk indicators system, risk control self-assessments, establishment of a loss database, collection of key indictor data, and risk assessment of core businesses to facilitate effective documentation, evaluation, analysis, and management of operational risks.
◆ Communication :
In the event of operating risks, the banking unit affected by the risk should report timely in accordance with its authority and responsibility, the pattern of the event and the reporting procedure. The risk management function should collect information on management of operation risk and compile the "Risk Management Report" for submission to the Risk Management Committee monthly, and to the Audit Committee and the Board Quarterly.
◆ Monitor and Controlling :
The BOK seeks to understand the status of the operating risk exposure through routine analysis of the information on the operating risk and report the results to the Risk Management Committee as reference for the heads of the respective functional units for supervision and improvement within their jurisdiction for assuring the healthy development of the BOK. |
| 2. Operational risks management organization and structure. | The Bank's operating risk management organization and structure as following:
◆ Board of Directors: authorize the important Operational risks management policies according to the entire operating strategies and business environment to ensure the effective operation of credit risk management, which is the supreme policy-making entity of the Bank's credit risk management.
◆ Audit Committee: Supervise the operation and communication of units related to operational risk management, review important operational risk management systems and limits, and supervise the implementation of operational risk management.
◆ Risk management committee:
Review risk management issues and supervise the implementation of risk management mechanisms
◆ Business R&D Taskforce: responsible for the renovation projects, research and suggestions of the Bank's businesses.
◆ Risk Management Dept.: Charged with risk control and coordination with respective banking units in monitoring the indicators of credit risk management and compilation of risk management report. This Department reports to the Risk Management Committee, the Audit Committee and the Board and manages the allocation of risk capital and risk disclosure in accordance with the requirements of the competent authority.
◆ Business Supervising Entities: Pursue the risk management policies approved by the Board and responsible for risk control within its jurisdiction. The element of risk management must be included in the rules and regulations governing the conduct of business with proper supervision of the execution and assists the Risk Management Department to exercise risk control all throughout the Bank.
◆ Business Entities: comply with the relevant operational guidelines and internal control regulations to engage in the routines for operating risk management, confirm the accuracy and sufficiency of the information, and report to the various business supervising entities or Risk Management Dept. pursuant to the requirements. |
| 3. Operational risks scope and features of managing report, measuring system. | The BOK combines the functions of "Collection of Operation Risk Loss Cases," "Key Risk Indicators" and "Operation Risk Self-Assessment" for strengthening the control of operating risk through the complementation among the three.
(1) Loss Data Collection (LDC)
The Bank uses the system to gather loss incidents and classifies them according to eight major business categories and seven major loss incident types. The Bank assesses the impact of the incident, amount of loss, the expense involved, the amount of recovery, and the net loss, as the basis for improvement.
(2) Key Risk Indicator (KRI)
The system will determine the observation frequency to retrieve the KRI and changes in respective periods on internal operation, personnel, system, and external events for analysis of operation risk.
(3) Risk Control Self-Assessment (RCSA)
Evaluating past experience through the RCSA system used by all units, the Bank's core business units, including deposits, credit, foreign exchange, financial management, financial market operations, international finance, wealth management, trusts, insurance agents, accounting, information, public accounts and trusts, legal compliance and digital banking ect. perform self-assessments at each risk control point based on practical experience, with specific emphasis on "frequency of occurrence" and "magnitude of impact (including financial and non-financial losses)." The information system automatically calculates risk scores and assigns high, medium, and low level monitoring according to the risk matrix. If the result of the evaluation is in the high-risk category, the Bank should investigate the reason of the risk, propose an improvement plan, and prevent operational risk losses. |
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
^{}[]
| Items | Contents |
|---|---|
| In the occurrence of an operational risk event, the unit where the event has occurred must report promptly the area of responsibility and the nature of event through proper procedures to each management personnel. | |
| The Risk Management Department consolidates and analyzes operational risk events, Key Risk Indicators (KRI), and Risk and Control Self-Assessment (RCSA) data provided by business units. The operational risk monitoring results are reported to the Risk Management Committee monthly and submitted to the Audit Committee and the Board quarterly. | |
| 4. Operational risk hedging or risk mitigation policy, and strategies and procedures for continuous validity of supervision, avoidance and risk mitigation tools. | ■ Categorize operational risk according to business procedures. Identify the main factors of risk formation through risk descriptions. |
| ■ Assess risks based on “frequency of occurrence” and “magnitude of impact (including financial and non-financial losses)” and impose control measures to manage risk. | |
| ■ Risk assessments shall be reviewed and evaluated periodically. If any material exposure is identified that poses a threat to the financial or business condition or regulatory compliance, appropriate measures must be taken immediately and reported to the Audit Committee and the Board. | |
| ■ Mitigate risks against proper uses of insurance instruments. Establish emergency responsive tactics to ensure business continuity in the occurrence of extraordinary events. | |
| 5. Methods adopted to legal capital charge. | The Standardized Approach. |
(ii) Operational Risks Capital Charge
December 31, 2025
Unit: NT$ Million
| Item | Amount | |
|---|---|---|
| 1 | Business Indicator Component (BIC) | 651 |
| 2 | Internal Loss Multiplier (ILM) | 1 |
| 3 | Operational Risk Capital (ORC) | 651 |
| 4 | Risk-Weighted Assets for Operational Risk (RWA) | 8,140 |
| Internal Loss Multiplier (ILM) Supplementary Information (Note) : None. |
Note: Banks that exclude internal loss data due to non-compliance with loss data standards must provide an explanation.
IV. Market Risks Management System and Capital Charge
(i) Market risks management system:
FY 2025
| Items | Contents |
|---|---|
| 1. Market risks management strategy and flow. | ■ Strategy |
| Adhering to the trading strategies of safety, liquidity, profitability and dispersion of risk, the Bank establishes the market risk management mechanism recognized and complied with throughout the Bank, to identify, measure and control the market risk to be borne by the Bank, and keep the adequate market risk capital to manage the Bank's market risk stably. | |
| ■ Flow | |
| ◆ Identity : | |
| Market risks of financial products and trading activities involved in every business must be comprehended prior to initiation. The scope of risk identification covers the positions of interest rate and equity securities in trading books and the positions of foreign exchange and commodities. Risk factors include interest rate, exchange rate, stock price and commodity price. | |
| ◆ Measure : | |
| Based on the market risk measurement method (Historical Simulation), risk values of the trading book positions, VaR ratios, VaR-to-net worth ratios, and the duration of interest rate instruments are evaluated periodically. Additionally, DV01 (Dollar Value of One Basis Point) is used to measure the change in the valuation of interest rate portfolios for every 1 basis point (1 bp, 0.01%) movement in interest rates. | |
| ◆ Communication : | |
| The risk management staff of all banking units of the Bank have kept information on market risk management, such as the investment portfolios, limit management, risk exposure at regular intervals as required, and report to the senior management for review and serve as a reference for decision-making. | |
| The Risk Management Unit put together the information on different types of market risk for compiling the “Risk Management Report” for submission to the Risk Management Committee monthly and quarterly to the Audit Committee and the Board. |
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
| Items | Contents |
|---|---|
| ♦ Monitor and Controlling | |
| The market risk management function of BOK is independent of the dealing function. This function reports on the status of risk limits in different markets to the Risk Management Committee at regular intervals and has developed the mechanisms for the monitoring and control of limits. In addition, this function also assesses the income status of respective subject matters of investment and report to the relevant management level at regular intervals, and take measures for the realization of profit, stop loss, or others for reducing risk exposure in line with the changes in the market price. | |
| 2. Market risks management organization and structure. | The Bank's market risk management organization and structure as following: |
| ♦ Board of Directors: it is the top supervisory body of the Bank in risk management and approves the major market risks management policies and conducts routine review of the major market risk limits. | |
| ♦ Audit Committee: Supervise the operation and communication of market risk management-related units, review important market risk management systems and limits, and supervise the implementation of market risk management. | |
| ♦ Risk Management Committee: Review risk management issues and supervise the implementation of risk management mechanisms. | |
| ♦ Investment Evaluation Committee: responsible for evaluating the investment in securities. | |
| ♦ Risk Management Dept.: it is an independently designated body charged with risk control and coordination with the respective banking units in monitoring the indicators of market risks management and compilation of risk management report. This Department reports to the Risk Management Committee, the Audit Committee and the Board, and manages the allocation of risk capital and risk disclosure in accordance with the requirements of the competent authority. | |
| ♦ Business Supervising Entities: know the market risks of the business handled by them, include the risk management when defining the various business requirements, and managing and supervising the business entities' execution of business, and helping Risk Management Dept. complete the control of the Bank's Operational risks | |
| 3. Market risks scope and features of managing report, measuring system. | (1) We employ a market risk management system utilizing independent, reasonable, and accurate risk measurement methods and models. This system covers trading book positions in interest rates and equity securities, as well as all positions in foreign exchange and commodities. Market risk is measured and monitored daily at market prices, with VaR and DV01 used as quantitative indicators to monitor market risk exposure levels. |
| We regularly compile and report market risk-related information, disclosing trading book exposures, sensitivity analyses, risk values, and profit and loss data. This information is reported to the Risk Management Committee monthly, and to the Audit Committee and the Board of Directors quarterly, to support the Board of Directors and management in their risk monitoring efforts. |
(2) Pressure test
Set the "Minor" and "Severe" pressure scenario for "domestic" and "foreign" equity securities, trading book of interest rate, gold and foreign exchange rate and commodities to evaluate the expected investment loss under minor and severe scenario and evaluate the Bank's ability to tolerate loss.
Stress test will be held annually. The test result will be reported to the Audit Committee and the Board for approval before submitting to the Financial Supervisory Commission. |
| 4. Market risk hedging or risk mitigation policy, and strategies and procedures for continuous validity of supervision, avoidance and risk mitigation tools. | ♦ Avoid evaluating the risk exposure of trading book position on the basis of the risk value, risk value ratio and risk value to net value ratio to avoid over exposure to risk.
♦ In accordance with the Bank's limit and market risk management mechanism and policies, if the market risk exposure is attained and some proper actions need to be taken, the Bank will take the trading strategies to reduce exposure to a manageable level, e.g. sell call option, put option, write-off or swap. |
| 5. Methods adopted to legal capital charge. | Simplified Standardized Approach. |
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(ii) Market risk capital charge - Simplified Standardized Approach
December 31, 2025
Unit: NT$ Million
| Items | Capital Charge (Note) |
|---|---|
| Interest rate risks | 347 |
| Equity exposure risks | 0 |
| Foreign exchange risks | 44 |
| Product risks | 0 |
| Total | 391 |
Note: The capital required for interest rate, equity, foreign exchange, and commodity risks are $CR_{IRR} + SF_{IRR} - CR_{EQ} + SF_{EQ} - CR_{FX} + SF_{FX}$ and $CR_{COMM} + SF_{COMM}$, respectively.
V. Liquidity Risks
(i) Maturity analysis of assets and liabilities :
A. Analyses of the Structure of the Maturity Date (NTD) as follows: Please refer to page 80 of our FY 2025 Financial Report (Chinese Version)
B. Analyses of the Structure of the Maturity Date (USD) as follows: Please refer to page 81 of our FY 2025 Financial Report (Chinese Version)
(ii) Methods to manage the asset liquidity and funds gap liquidity
To help manage liquidity risk, ensure the ability to pay, maintain financial stability and strengthen the ability to respond to emergencies, BOK enacts the "Liquidity Risk Management" with respect to NT$ and major foreign currencies of which the liabilities account for more than 5% of all foreign currency liabilities. Short-term liquidity is monitored on a monthly basis based on the liquidity coverage ratio (LCR). The net stable capital ratio (NSFR) is used to monitor the long-term (more than one year) funding sources to support the extent of long-term capital use.
The BOK adopts the management strategy between the progressive stance and defensive stance for balancing profitability and growth in the long run and measures and tracks the daily cash gap, deposit reserve rate, liquidity reserve rate, deposit to loan ratio in TWD and the ratios between the liquidity gap and the total assets of key currencies through different management indicators for keeping the data on respective indicators within the required limit. The tracking results under the aforementioned indicators will be reported to the Risk Management Committee monthly and to the Audit Committee and the Board quarterly. Management reports will also be compiled on a daily, monthly and a quarterly basis for dispatch to the respective levels of management for review.
5.6.2 The Impact of International and Domestic Policies, Regulatory Changes on the Bank Financial & Business and the Responsive Measures
| Changes | Impact | Response Measures |
|---|---|---|
| The Bankers Association's Letter Quan-Yi-Zi No. 1140000162 dated January 24, 2025 specified the "Matters on Identity Authentication of Deposit-Taking Institutions Conducting Inquiries on Abnormal Deposit Accounts" and the "Matters on Compliance Requirements for Deposit-taking Institutions Implementing the Joint Defense Notification Mechanism for Alert Accounts". | The Bank shall cooperate in establishing relevant operating procedures to ensure compliance when implementing joint defense notification for alert accounts, following the prescribed notification format and process. The Bank shall also follow established procedures when authenticating the identity for inquiries on abnormal deposit accounts to safeguard customer data security. | The Bank has established the "Regulations for Matters to be Followed in the Prevention of Fraudulent Crimes" and revised the business manual and information system accordingly. |
| The Bankers Association's Letter Quan-Dian-Zi No. 1140000221 dated February 12, 2025 generally described the amended Article 4 of the "Cybersecurity Protection Standards for Financial Institutions", along with the Comparison Table of Article 4 Before and After the Amendment. | The Bank must conduct amendments to relevant procedures accordingly to strengthen the cybersecurity. | The Bank has amended the "Cybersecurity Protection Guidelines" and the information system accordingly. |
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
| Changes | Impact | Response Measures |
|---|---|---|
| The Bankers Association's Letter Quan-Shou-Zi No. 1140000372 dated March 11, 2025 informed the Bank of the "Transition Loans Review Guide" delivered by the Financial Supervisory Commission by letter. | The Bank must conduct amendments to relevant procedures accordingly to meet the requirements of the Financial Supervisory Commission that encourage financial institutions to direct capital to sustainable economic activities, thereby promoting the orderly transformation of the industry and enabling finance to be a key driver of enterprises' net-zero transformation. | The Bank has amended the "Directions for Sustainability Loan Review" and the information system accordingly. |
| On April 1, 2025, the Financial Supervisory Commission formulated the "Operation Directions for Financial Institutions Applying for Business Trials in Local Asset Management Zones". | The Bank shall apply to the Financial Supervisory Commission for business trials in the zones in accordance with the "Operation Directions for Financial Institutions Applying for Business Trials in Local Asset Management Zones" to provide more diversified financial products and services. | The Bank has applied to the Financial Supervisory Commission for business trials in the zones. |
| The Bankers Association's Letter Quan-Dian-Zi No. 1140001875 dated October 14, 2025 forwarded the "Regulations for the Management of Risks in the Information and Communication Systems and the Service Supply Chain of Financial Institutions", along with a general explanation of the amendments and a comparison table of the revised articles, as reviewed by the Financial Supervisory Commission. | The Bank must conduct amendments to relevant procedures accordingly to strengthen the due diligence on entrusted institutions. | The Bank will amend the "Regulations for the Management of Risks in the Information and Communication Systems and the Service Supply Chain" and the self-evaluation checklist accordingly. |
| The FSC's Letter Jin-Guan-Yin-Wei-Zi No. 11402704351 dated March 3, 2025 amended part of the "Regulations Governing Banks Conducting Financial Products and Services for High-Asset Customers". | The Bank must conduct amendments to relevant procedures accordingly to provide diversified products and services and participate in the domestic high-asset customer wealth management market. | We have newly established the "Regulations Governing Financial Products and Services for High-Net-Worth Customers", the "Regulations Governing Financial Products and Services for High-Net-Worth Customers", and the business manual accordingly. We will revise our information system, self-evaluation checklist, and self-inspection documents accordingly. |
| On November 25, 2025, the Financial Supervisory Commission amended Article 5 of the "Regulations Governing Banks Conducting Financial Products and Services for High-Asset Customers" and the "Requirements to be followed by Financial Holding Companies or in the Investment in Financial Holding Companies, Banks, Insurance Companies, and Securities Companies". | The Bank must conduct amendments to relevant procedures accordingly to meet FSC's requirements for the first investment by commercial banks in financial holding companies, banks, insurance companies, and securities companies. | The Bank will amend the "Regulations Governing the Management of Equity in Investees" accordingly. |
| On December 16, 2025, the Financial Supervisory Commission amended Article 7, Article 10-1, and Article 24 of the "Regulations Governing Information to be Published in Annual Reports of Banks". | The Bank must conduct amendments to relevant procedures accordingly and shall disclose the sustainability-related financial information prepared in accordance with the IFRS Sustainability Disclosure Standards in a dedicated chapter of the annual report. | The Bank will amend the business manual accordingly. |
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Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
5.6.3 The Impact of Technology Development and Industrial Changes on the Bank Finance & Business and the Responsive Measures.
| Changes | Impact | Response Measures |
|---|---|---|
| In the advent of digital banking. | I. Continue to promote diverse e-financial services and enhance customer convenience, and develop innovative financial service applications, which facilitate our business expansion, risk control, and competitiveness. | |
| II. Deepen the synergy of cost control and efficiency to march towards “green finance” and “sustainable finance”. We have launched the Enhanced Automated Clearing House (eACH) and Electronic Debit Authorization (eDDA) systems. | ||
| III. Strengthen fraud fighting, prevention, and blocking by collaborating with the Bankers Association, financial companies, and National Police Agency to promote the “early warning mechanism”, “real-time notification mechanism”, and “joint defense and broadcasting mechanism”. | ||
| IV. Actively develop and expand fund business to help promote financial management services. | ||
| V. Launch high-asset business, move into the “Kaohsiung area of the Asia Asset Management Center”, guide domestic and foreign funds to invest in Taiwan in response to the “Retain Capital and Attract Capital” policy, and strengthen capital depth and operational resilience. | I. Continue to promote digital transformation, move toward “green finance” and “sustainable finance”, redefine the field and form of financial services, strengthen ESG (Environmental, Social, and Governance) sustainable investment, and utilize data analysis combined with big data, digital footprint analysis, and keywords for optimization of product and service processes to improve customer satisfaction and service quality, and meet the requirement of customer differentiation. The recent important financial technology development measures are as follows: | |
| 1. Expand the breadth and application scenarios of digital transaction services, provide diverse service channels through strategies such as mobile payment, digital deposit, open banking, and cross-industry alliances to continue enhancing customer experience. Continuously strengthen the functions of digital channels such as “Internet Banking”, “Mobile Banking app” and “Automated Hardware and Software Equipment”, optimize service functions, and build a new generation of mobile banking to enhance operation smoothness for customers and their digital service experience. | ||
| 2. Optimize the loan management system and improve the debt collection process by introducing a virtual account mechanism allowing customers to make remittance or pay non-performing loans using an automatic service mechanism to the “Legal Affairs Account” of the branch. In addition, to strengthen risk control, we have adjusted the review process and control mechanisms under the “Credit Review Form” with additional automatic case assignment and dispatch functions. | ||
| 3. Launch the Enhanced Automated Clearing House (eACH) and Electronic Debit Authorization (eDDA) systems to support green finance and optimize the timeliness of automatic deduction. These systems allow customers to apply for or modify authorizations electronically, and provide 24-hour deduction and deposit services for convenient and efficient customer service, ultimately achieving synergy in revenue generation and cost reduction. | ||
| 4. Enhance fraud fighting, prevention, and blocking by cooperating with the Bankers Association’s “early warning mechanism”, and the “real-time notification mechanism”, and “joint defense and broadcasting mechanism” on the financial fraud prevention and joint defense platform promoted by financial companies and the National Policy Agency, which allow the system to automatically interfaces with the National Police Agency’s database of “suspected fraudulent overseas financial accounts”. When a customer conducts cross-border remittance at a branch, the system compares the “beneficiary account” with the “suspected overseas financial accounts”. It also receives alert account information from the National Police Agency through the “joint defense and broadcasting mechanism” to identify potential victims who previously remitted or transferred money to the alert account and implement care measures for potential victims. | ||
| 5. Add a new mechanism for controlling abnormal transactions from/to the account of any high-risk migrant worker, including additional inquiries of the account names, to improve identification of customer’s account and reduce the risk of fraud, preventing accounts from being exploited by illegal actors. | ||
| 6. In response to the FSC’s Asia Asset Management Center launched in July 2025, we launch the “Wealth Management System”, “High-Asset Financial Management Services”, and “Mobile Insurance System”, add the trust investment in foreign stocks and ETF business. In addition, and guide domestic and foreign funds to invest in Taiwan in response to the “Retain Capital and Attract Capital” policy, and strengthen capital depth and operational resilience. | ||
| II. In the future, we will continue to innovate and transform through digital technology to provide better diversified financial services. |
2025
ANNUAL REPORT
Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
5.6.4 The Impact of Image Change on the Bank and the Responsive Measures
The Bank shakes off the stiff operation as a state-run bank since the Bank was privatized. The operating policy has been more flexible and asset quality has improved. In response to the severe competition in markets and uncertainty of economic environment, the Bank intend to reinforce operating constitution continuously and to reach another peak in business with a good image and professional operating decision and method.
5.6.5 Expected Benefit, Potential Risk of Future Merger and the Responsive Measures : None.
5.6.6 Expected Benefit and Potential Risk of Expanding Business Locations
We will have business locations set up nationwide to improve our operating effectiveness and generate profits. The risk of damaging the operating constitution due to the setup of new branch offices is also considered.
5.6.7 Risk of Centralized Business Operation
Centralized business faces the challenge of credit risk, market risk, and operational risk. For the sake of reducing the impact of the risks, the risk is to be mitigate by the mechanism of decentralized business location different, source of customers, and diversified product lines.
5.6.8 The Impact and Risk of Business Ownership Change on the Bank: None.
5.6.9 The Impact, Risk and countermeasures of Shares Transfer on the Bank, By Directors, Supervisors, or Single Shareholder who owns more than 1% of the Bank's Outstanding Shares:
- The Impact and Risk of large transfer or change of shares: For many years, our directors, the shareholder owns more than 1% of the bank's outstanding Shares, there was no large transfer or change of shares. Thus, there is no impact on operation or risk on the Bank.
- Countermeasures: If there was a transfer, it shall be processed in the manner according to article 25 of "The Banking Act of the Republic of China".
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Review and Analysis of Financial Status, Financial Results and Assess the Risk Management
115
5.6.10 Litigated or Non-Litigated Events
In addition to the following cases and law suits deriving from operation, The Bank has no other law suits or non-contentious cases of significance.
| The facts | The amount involved | Date of action | Progress | Remark |
|---|---|---|---|---|
| The bank was misled by the phony increase of the stated capital of Ⓞ Marine Co., Ltd. by Chen Ⓞ, the defendant, that led to the entry into syndicated loan agreement with the company. Chen Ⓞ then further presented forged contracts, commercial invoice, and fabricated progress drawing of work, certificate of work progress to apply drawdowns from BOK that resulted in the loss of NT$106,740 thousand. BOK pressed charges on Chen Ⓞ and others, a total of 6 defendants, and claimed for joint damages amounting to NT$106,740 thousand. | NT$106,740 thousand. | Jan.10.2020 | 1. The Kaohsiung District Court ruled partially in favor of the Bank on April 14, 2022, and the Bank obtained compensation of NT$80.055 million with interest at 5% per annum from January 22, 2020 to the date of settlement. | |
| 2. The Bank filed an appeal against the unfavorable portion of the first-instance (NT$ 26.685 million), and Taiwan High Court Kaohsiung Branch Court dismissed the appeal on December 31, 2024. | ||||
| 3. The bank then appointed a lawyer to file an appeal to the Supreme Court, which reversed the original judgment on August 27, 2025 and remanded the case to Taiwan High Court Kaohsiung Branch Court. | ||||
| 4. The case is currently under re-trial at Taiwan High Court Kaohsiung Branch Court. | If the case is won, the Bank will be able to recover part of the creditor's rights. If the case is lost, all the bad debts have been written off in 2018, so there is no material impact on the Bank's finance and business. |
5.6.11 Other Significant Risks and the Responsive Measures: None.
5.7 Responsive Mechanism for Crisis Management
The Bank has regulations stipulated and executed for business processes in order to minimize daily operational risk. The setup of Credit Screening Committee, Business R&D Workshop, Bad Credit Monitoring Workshop, Assets / Assets & Liabilities Management Committee, Committee Risk Management Committee, Personnel Evaluation Committee, Trust Property Evaluation Committee and Emergency Preparedness Operation Team; also, the regulations of "Regulations Governing Trust Risk Management", "Regulations Governing Investment Policy", "Regulations Governing Legal and Compliance with Risk Management", "Legal Compliance System Implementation Guidelines", "Regulations for Disaster – Prevention and Rescue," and Manual for emergency coping measures are the responsive mechanisms for risk management.
5.8 Other Significant Events: None.
2025
ANNUAL REPORT
Special Disclosure
6.1 Summary of Affiliated Companies: None
6.2 Private Placement of Securities and Financial Bonds in FY 2025 and Up to the report printing date: None.
6.3 Other Supplementary Disclosure: None.
6.4 Pursuant to term 2, Paragraph 3, Article 36 of Security and Exchange Act, the Incidence Exerting Material Influence on Shareholders' Rights or Security Price in FY 2025 and Up to the report printing date:
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Information Disclosure
Guidelines for Ethical Conducts of Bank of Kaohsiung
Passed by the 13th Board in the 5th session dated 2017.09.28.
Article 1
These Guidelines are enacted, for the purpose of compliance, to guide the conducts of directors and managers of the Bank to adhere to ethical standards.
Article 2
The term "managers" in these Guidelines herein refers to the General Manager and the person of the same level, Associate General Manager and the person of the same level, supervisor of the Financial Department, supervisor of the Accounting Department, and other persons with authorities to manage and sign.
Article 3
Directors and managers shall handle business in an objective and efficient manner and shall not obtain unwarranted benefits for themselves, their spouse, parents, children, or relatives within the second degree of kinship due to the position in the Bank.
When the Bank is involved in the situation of fund lending or providing guarantees or major asset transactions with the affiliated companies of aforementioned persons, these persons shall voluntarily explain whether or not there is potential conflict of interests with the Bank.
Article 4
The Bank shall prevent directors or managers from conducting following matters:
- Having the opportunity to obtain private interests or obtaining private interests through using the Bank's property or information or their positions;
- Competing with the Bank.
When the Bank has the opportunity to earn profits, directors or managers are responsible for increasing the legitimate legal benefits that the Bank may obtain.
Article 5
Except for the information that is authorized or stipulated by laws to disclose, directors or managers are under obligation of confidentiality in information of the Bank or the customers of the Bank. The aforementioned information that shall be under confidentiality includes all possible undisclosed information that may cause damages to the Bank or customers after being used by competitors or leaked.
Article 6
Directors or managers shall treat customers of the Bank, competitors and employees equally, and they shall not obtain unwarranted benefits through manipulating, concealing or abusing information obtained from the position, making false representation on critical matters, or conducting unequal transactions.
Article 7
Directors or managers are responsible for protecting the assets of the Bank and ensure they are used efficiently and legally in official business.
2025
ANNUAL REPORT
Information Disclosure
Article 8
The Bank shall strengthen the compliance to Securities and Exchange Act and other laws and regulations for directors and managers. When there is a concern of material damage to the Company, Directors shall take action at once and notify all Independent Directors of the Audit Committee and report to the Board, and supervise the Company to report to the competent authority.
Article 9
The Bank shall strengthen the ethical concepts internally, encourage employees to report to independent directors, managers, supervisor of internal audit or other proper personnel when suspecting or discovering conducts violating laws and regulations or these Guidelines, and protect the safety of reporter.
Article 10
When directors or managers violate these Guidelines, the Bank shall perform disciplinary measures pursuant to the Company Act and regulations of the Bank and shall immediately disclose the date of violation, facts of violation and reasons, violation of these Guidelines and disposition on Market Observation Post System.
When being punished for violating these Guidelines, the violator may appeal pursuant to relevant regulations.
Article 11
When it is necessary to exempt directors or manager from following these Guidelines, the exemption shall be approved by the Board of Directors, and information including the date of exemption, dissenting opinions or reserves by independent directors, exemption period, reasons of exemption, and applicable Guidelines for exemptions shall be disclosed on Market Observation Post System, which allows shareholders to evaluate the adequacy of the resolution by the Board in order to restrain arbitrary or suspicious exemption of following these Guidelines from happening and to ensure there is proper control and manage mechanism for the exemption of following these Guidelines in order to protect the Bank.
Article 12
The Bank shall disclose these Guidelines on the Bank's website, annual report, prospectus, and Market Observation Post System; the same applies in amending these Guidelines.
Article 13
These Guidelines shall be implemented after approved by the Board and reported to the shareholders' meeting; the same applies in amending these Guidelines.
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Information Disclosure
K
Bank of Kaohsiung Ethical Management Policy
Passed by the 14th Board in the 3th session dated 2021.3.19
Bank of Kaohsiung Co., Ltd (hereinafter after referred to as the "Bank") wishes to hone the Bank's corporate governance, implement honest and transparent operational philosophy, enhance the corporate culture of ethical management, and create a good business image and management environment for substantial development. We hereby establish this Ethical Management Policy as below:
- Legal Basis:
Based on the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, regulations governing TPEX/OTC listed companies, or other laws relating to business conducts, and following the basis of implementing ethical management, the 13th session of the Board of Directors of the Bank resolved and passed this "Code of Conduct for Ethical Management" in the 15th meeting on December 20, 2018 as the guidelines for preventing corruption, bribery, and executing the policies of ethical management.
- Authority Matrix:
With reference to the ISO 37001 Anti-Bribery Management System published by the International Organization for Standardization ("ISO"), all policies and rules of ethical management shall be considered and resolved by the Bank's Board of Directors.
- Policy:
As specified in the Bank's Code of Conduct for Ethical Management, the Bank's ethical management policy focuses on prohibiting the seven major unethical conducts, which are giving and receiving bribes, offering illegal political donations, improper charitable donations or sponsorships, offering or receiving unreasonable gifts, treatment or other improper profits, infringement to trade secret, trademark, patent, copyrights, and other intellectual property rights, conducting unfair competition, and impairing the interests, health and safety of consumers or other stakeholders, directly or indirectly, during the research and development, procurement, manufacturing, provision or sale of products and services, and preventing offering, receiving, promising or requesting any improper profits directly or indirectly during the course of business in order to obtain or maintain the interest of oneself or any third party, or engaging in any dishonest, illegal conduct, or violating the fiduciary duty.
- Implementation:
In order to implement the policies and regulations, we asked the Bank's directors and managers with the title of vice president or higher position to sign the statement and undertaking of compliance and implementation of ethical management. We also notify the Bank's directors and managers about relevant regulations in writing, and communicate with our staff about the Bank's determination of active implementation of ethical management by circulating the information via intranet. We ask them to conduct their daily work on the basis of "Ethics and Honesty".
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2025
ANNUAL REPORT
Business Unit Directory
| Unit | Address | TEL |
|---|---|---|
| Head Office | 168 Po Ai 2nd Road, Tsoying District, Kaohsiung, Taiwan | (886)7-557-0535 |
| Business Dept. | 1~3F, 168 Po Ai 2nd Road, Tsoying District, Kaohsiung, Taiwan | (886)7-557-0535 |
| Trust Dept. | 3F, 27 Liu Ho 1st Road, Hsinhsing District, Kaohsiung, Taiwan | (886)7-238-5188 |
| Minicipal Treasury Dept. | 1F, 2 Su Wei 3rd Road, Lingya District, Kaohsiung, Taiwan | (886)7-336-0408 |
| International Banking Dept. | 2F, 158 Liuhe 1st Road, Xinxing District, Kaohsiung, Taiwan | (886)7-535-5375 |
| Ta Chih Branch | 1F, 97 Jingye 1st Road, Chungsang District, Taipei, Taiwan | (886)2-8502-1656 |
| Taipei Branch | 1~2F.,145, Changchun Road, Chungsang District, Taipei, Taiwan | (886)2-2563-0101 |
| Po Ai Branch | B1、1F, 38 Po Ai Road, Chungcheng District, Taipei, Taiwan | (886)2-2375-1188 |
| Xinzhuang Branch | No. 123、No. 125, Sec. 2, Ronghua Rd., Xinzhuang Dist., New Taipei City,242030, Taiwan | (886)2-85218217 |
| Chung Ho Branch | 198, Jian 1st Road, Chungho Dist., New Taipei City, Taiwan | (886)2-8227-1399 |
| Banciao Branch | 100, Sec. 2, Sihchuan Road, Banqiao Dist., New Taipei City, Taiwan | (886)2-8967-1250 |
| LinKou Branch | 82, Wenhua 2nd Rd., Guishan Dist., Taoyuan City, Taiwan | (886)3-318-6688 |
| Tao Yuan Branch | 1300 Zhongzheng Road, Taoyuan City, Taiwan | (886)3-338-1288 |
| Zhongli Branch | 18, Sec. 2, Huannan Rd., Pingzhen Dist., Taoyuan City, Taiwan | (886)3-401-0589 |
| Hsin Chu Branch | 633, Sec. 2, Jingguo Road, North Dist., Hsinchu City, Taiwan | (886)3-523-0333 |
| Taichung Branch | 1~2F, 69 Sec.3, Huei Chung Road, Nanthung District, Taichung City, Taiwan | (886)4-2252-2588 |
| Dali Branch | 290、292 Defang S. Road, Dali District, Taichung City, Taiwan | (886)4-2481-6799 |
| Cheng Da Branch | 163, Sec. 4, Changrong Road, North District, Tainan City, Taiwan | (886)6-235-1616 |
| Tainan Branch | 191 Cingping Road, Anping District, Tainan City, Taiwan | (886)6-295-5588 |
| Gangshan Benjhou Branch | 17 Ben Gong Road, Gangshan District, Kaohsiung, Taiwan | (886)7-622-3566 |
| Qiaotou Science Park Branch | 1F, No. 55, Chenggong Road., Qiaotou Dist., Kaohsiung, Taiwan | (886)7-611-5678 |
| Yu Chang Branch | 780-3 Chun Hsiao Road, Nantze District, Kaohsiung, Taiwan | (886)7-363-7478 |
| Tso Ying Branch | 479 Tsoying Ta Road, Tsoying District, Kaohsiung, Taiwan | (886)7-581-9131 |
| Pei Kaohsiung Branch | 1F, 1012 Min Tsu 1st Road, Sanmin District, Kaohsiung, Taiwan | (886)7-359-9291 |
| Ku Shan Branch | 1018 Chiu Ju 4th Road, Kushan District, Kaohsiung, Taiwan | (886)7-532-1001 |
| Wan Nei Branch | 470 Ta Shun 2nd Road, Sanmin District, Kaohsiung, Taiwan | (886)7-386-5905 |
| San Min Branch | 287 Po Ai 1st Road, Sanmin District, Kaohsiung, Taiwan | (886)7-321-8813 |
| Chiu Ju Branch | 459 Yang Min Road, Sanmin District, Kaohsiung, Taiwan | (886)7-381-2499 |
| Feng Shan Branch | 362-6, Sec. 2, Ching Nien Road, Fengshan Dist., Kaohsiung, Taiwan | (886)7-776-3688 |
| Chien Kuo Branch | 1F, 199 Chien Kuo 1st Road, Lingya District, Kaohsiung, Taiwan | (886)7-223-0511 |
| Chien Chin Branch | 145 Liu Ho 2nd Road, Chienchin District, Kaohsiung, Taiwan | (886)7-286-1136 |
| Shih Fu Branch | 1F, 2 Su Wei 3rd Road, Lingya District, Kaohsiung, Taiwan | (886)7-335-0260 |
| San To Branch | 171 San To 2nd Road, Lingya District, Kaohsiung, Taiwan | (886)7-751-1168 |
| Chi Chin Branch | 54 Thung Shian Road, Chichin District, Kaohsiung, Taiwan | (886)7-571-8263 |
| Nan Kaohsiung Branch | 1F, 51 Chung Hua 4th Road, Lingya District, Kaohsiung, Taiwan | (886)7-330-1060 |
| Offshore Banking Unit | 2F, 158 Liuhe 1st Road, Xinxing District, Kaohsiung, Taiwan | (886)7-535-5375 |
| Da Fa Branch | 1~2F, 480, Fong Lin 3rd Road, Daliao Dist., Kaohsiung, Taiwan | (886)7-786-1899 |
| Tsao Ya Branch | 52 Yu Kang Road, Chienchen District, Kaohsiung, Taiwan | (886)7-841-3847 |
| Kwei Lin Branch | 332 Kwei Yang Road, HsiaoKang District, Kaohsiung, Taiwan | (886)7-793-1616 |
| Hsiao Kang Branch | 2F, 158 Hsiao Kang Road, HsiaoKang District, Kaohsiung, Taiwan | (886)7-812-2268 |
| Pin Tung Branch | 1F, 152 Chung Cheng Road, Pingtung City, Taiwan | (886)8-736-8811 |
120

Bank of Kaohsiung
Chairperson Hsiu Jsu Mei
Printed on March 5, 2026

BANK OF KAOHSIUNG
168 Po Ai 2nd Road, Tsoying District, Kaohsiung, Taiwan
TEL : (886) 7-557-0535 FAX : (886) 7-557-0518
Toll-Free number : 0800-751-068
Website : https://www.bok.com.tw
E-mail : [email protected]