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Central Re AGM Information 2020
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AGM Information
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Stock Code:2851
CENTRAL REINSURANCE CORPORATION
2020 Annual General Shareholders' Meeting
Meeting Handbook
May 28, 2020
THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2020 ANNUAL SHAREHOLDERS' MEETING (THE "HANDBOOK") OF CENTRAL REINSURANCE CORPORATION (THE "COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
Table of Contents
AGENDA FOR THE MEETING
| I. | Report the total number of shares represented at this AGM | |
|---|---|---|
| and announce commencement of the meeting 1 | ||
| II. | Chairman's Address 1 | |
| III. | Report Items 1 | |
| IV. | Ratification Items 1 | |
| V. | Election Item 2 | |
| VI. | Other Item 3 | |
| VII. | Extraordinary Motions 4 | |
| VIII.Meeting Adjournment 4 | ||
APPENDICES
| ․Articles of Incorporation 29 | |
|---|---|
| ․Rules for Procedure of the Shareholders' Meeting 37 | |
| ․The Directors Election Rules 44 | |
| ․Shareholdings of Directors 48 |
CENTRAL REINSURANCE CORPORATION
2020 Annual General Shareholders' Meeting
Meeting Time: 9:00 AM on May 28 (Thursday), 2020
Meeting Location: Room 1002 on the 10th floor Chang Yung-Fa Foundation
No.11, Chungshan S. Road, Taipei, Taiwan
Attendance: There are _____________ shares representing shareholders attending, reaching __% of 590,388,750 shares total issued by the Company.
Chairman: Yang, Cheng-Tui, the Chairman of the Board
I. Report the total number of shares represented at this AGM and announce commencement of the meeting.
II. Chairman's Address.
III. Report Items:
- A. Business Report of the year 2019. (Handbook pages 5-10)
- B. Audit Committee's Review Report of the year 2019. (Handbook page 23)
- C. 2019 Employees' Compensation and Directors' Remuneration Report: The Board of Directors appropriated NT\$11,727,864 as Employees' Compensation in cash and NT\$3,900,000 as Directors' Remuneration pursuant to the Articles of Incorporation.
IV. Ratification Items:
Proposed by the Board of Directors
Proposal 1: Ratification of the 2019 Business Report and Audited Financial Report. (Handbook pages 5-21) Please ratify.
Description: The 2019 Financial Report of the Company have been audited
by Ms. Chen Hsien-I and Mr. Lai Chung-Hsi, the CPA of PricewaterhouseCoopers.
Resolution:
Proposed by the Board of Directors
Proposal 2: Ratification of 2019 earnings distribution. (Handbook page 22) Please ratify.
Description:
-
- The Company is planning to distribute cash dividend NT\$0.9 per share. The total of cash dividends shall be NT\$531,349,875. The cash dividend distribution will be calculated to the nearest NT dollar, the remainder will be recognized as "Other Non-Operating Income" of the Company.
-
- If the number of total shares outstanding has changed, the Chairman of the Board of Directors is authorized to deal relative matters.
-
- Subject to the approval of the Annual General Shareholders' Meeting, the ex-dividend date and payment date for the cash dividend distributions would be decided by the Board of Directors.
Resolution:
V. Election Item:
Proposed by the Board of Directors
Proposal: Proposal to elect the Directors of the Company.
Description:
-
- Since the term of office of the current Directors will expire on May 30, 2020, it is proposed to elect nine Directors (including three Independent Directors) according to the Articles of Incorporation of the Company. The new Directors, whose term of office shall be three years from May 28, 2020 to May 27, 2023, shall take office after Annual General Shareholders' Meeting, and the current Directors shall be discharged simultaneously.
-
- The election of the Directors is conducted under the "candidate nomination system". The Board of Directors reviewed and approved the roster of the Director Candidates on April 15, 2020. The information of the Director Candidates are as Handbook Pages 24-28.
Election Results:
VI. Other Item:
Proposed by the Board of Directors
Proposal: Discussion on approving the release of restrictions of competitive activities of Directors. Please discuss.
Description:
-
- Directors who, for themselves or others run businesses which are similar to the business of the Company, shall report to and obtain permission from the Shareholders' Meeting.
-
- The competitive activities of the Director Candidate is as shown in the following table. Therefore, the release of restrictions of competitive activities of Directors is proposed to the Shareholders' Meeting for approval. (Exhaustive list of Concurrent Positions in Other Companies as Handbook pages 24-28)
| Director Candidate |
Concurrent Positions in Other Companies |
The Business which is similar to the Company's |
|---|---|---|
| Evergreen International Corp. Representative : Tai, Jiin-Chyuan |
The Director of Evergreen Insurance Company Ltd. |
Reinsurance Business |
Resolution:
VII. Extraordinary Motions.
VIII.Meeting Adjournment.
CENTRAL REINSURANCE CORPORATION Business Report of the year 2019
Central Reinsurance Corporation is the sole domestic professional reinsurance company in Taiwan, mainly engaged in non-life and life reinsurance business for domestic and overseas insurance firms. Adhering to its business philosophy of ethical management, stability and integrity, the Company is devoted to maintaining the good order of the insurance market, diversifying risk for its customers, facilitating the development of insurance industry and fulfilling its corporate responsibilities. To ensure sustainable development, the Company operates its business based on the principles of sound corporate governance, customer-focused services, effective fund utilization, as well as a business profile that focuses on both sound risk management and stable profitability. In order to enlarge its operational foundation and diversify the risk of geographical concentration, the Company not only diligently grows its domestic market, but also continuously expands its international territory through prudent strategies.
With the collective efforts of all its employees, the Company reports a net income of NT\$1,104,125 thousand for the year of 2019. Appended below is the Company's business report for 2019:
- 1 Implementation of the Business Plan
- 1.1 Business Performance:
The gross premium written for the year is NT\$16,755,528 thousand, being NT\$1,130,401 thousand or approximately 7.23% over the budgeted NT\$15,625,127 thousand. An analysis is provided below based on business type:
- 1.1.1 Non-life Reinsurance: The gross premium written is NT\$13,764,785 thousand, being NT\$1,212,487 thousand or approximately 9.66% over the budgeted NT\$12,552,298 thousand. The difference was mainly due to the increased premium income from fire insurance, automobile insurance and casualty insurance.
-
1.1.2 Life Reinsurance: The gross premium written is NT\$2,990,743 thousand, being NT\$82,086 thousand or approximately 2.67% less than the budgeted NT\$3,072,829 thousand. The difference was mainly due to the decreased premium income from health insurance and personal accident insurance.
-
1.2 Financial Management:
- 1.2.1 Capital Management:
As at the end of 2019, the total paid-in capital of the Company is NT\$5,903,888 thousand. Total shareholders' equity before distribution is NT\$12,029,123 thousand. The capital structure of the Company remains strong.
1.2.2 Reserve Adequacy:
In order to build up a solid financial basis and strengthen its solvency, the Company provides adequate reserves. At the end of 2019, the sum of various reserves is NT\$24,430,399 thousand.
1.2.3 Fund Investment:
The investment income is NT\$657,115 thousand, being NT\$207,429 thousand or 46.1% over the budgeted NT\$449,686 thousand.
1.3 Credit Ratings:
Based on the Company's strong direct relationships with local clients and solid domestic market position, extremely strong capital adequacy, and diversified and prudent investment profile, both A.M. Best and S&P Global
Ratings affirmed the Company's "A" credit rating with stable outlook.
Meanwhile, Taiwan Ratings Corp. also confirmed the Company's credit rating of "twAA+".
Good credit ratings not only help the Company develop reinsuring high-quality business, but also prove the Company's strong solvency to fulfill its commitment to clients.
| Rating Agency | Rating | Outlook |
|---|---|---|
| A.M. Best | A | Stable |
| S&P Global Ratings |
A | Stable |
| Taiwan Ratings | twAA+ | Stable |
The latest ratings are shown as follows.
2 Budget Implementation and Financial Status
The comparison between the actual and budgeted of the year was shown as follows:
NT\$ thousands
| Year 2019 | Actual | Budget | Achievement (%) |
|---|---|---|---|
| Operating Revenues | 16,092,924 | 15,100,571 | 106.57% |
| Operating Costs | 14,230,716 | 13,701,573 | 103.86% |
| Gross Operating Income | 1,862,208 | 1,398,998 | 133.11% |
| Operating Expenses | 354,972 | 355,404 | 99.88% |
| Net Operating Income | 1,507,236 | 1,043,594 | 144.43% |
| Non-Operating Income and Expenses |
275 | 0 | 100.00% |
| Income Before Tax | 1,507,511 | 1,043,594 | 144.45% |
| Income Tax Expense | 403,386 | 183,095 | 220.32% |
| Net Income | 1,104,125 | 860,499 | 128.31% |
3 Profitability Analysis
The table below shows an analysis on the profitability ratios of 2019 as compared to those of 2018. The earnings per share (after tax) for 2019 is NT\$1.87, being NT\$0.09 more than the NT\$1.78 of 2018:
| Ratio | Year | 2019 | 2018 | Average |
|---|---|---|---|---|
| Return on Assets (%) | 2.89 | 2.85 | 2.87 | |
| Return on Equity (%) | 9.51 | 9.35 | 9.43 | |
| Net Operating Income / Paid-In Capital (%) |
25.53 | 23.32 | 24.43 | |
| Profitability | Income from Continuing Operations Before Tax/Paid-In Capital (%) |
25.53 | 23.33 | 24.43 |
| Net Profit Margin (%) | 6.86 | 7.06 | 6.96 | |
| Earnings Per Share (After Tax)(NT\$) |
1.87 | 1.78 | 1.83 |
4 Research & Development
- 4.1 Research & Development/Customer Service
- 4.1.1 In order to align itself with the strategic plan, strengthen its internal control and increase the efficiency at work, the Company has been continuously developing integrated information management system. An off-site back-up system has also been established to ensure the smooth operation of the system. In future, the Company will continue
making system adjustments and upgrades to support the development plan of the Company and accommodate to statutory requirements. The implementation of data warehouse enables multi-faceted information analysis to assist with the strategic and business decision-making by the management team.
- 4.1.2 The Company endeavors to absorb and adopt the most advanced concepts and technologies from the global market to achieve integrated risk management on a continuous basis. Based on its successful experience in risk management, the Company also provides relevant consulting services to customers and assists the competent authority in facilitating risk management policies and regulations for the industry. The collective efforts are hoped to help improving the technology standards of risk management for the whole industry.
- 4.1.3 By means of market analysis and consumer demand observation, the Company provides tailored services to achieve higher quality standard and build up marketing competitiveness. Various supporting programs are offered to customers on a timely basis, including underwriting and claim management expertise, new product design, and regulatory and actuarial consulting services, etc. The purpose is to solidify customer relationship and create superior business opportunities on an ongoing basis.
- 4.1.4 In order to satisfy the needs of clients and improve its professional image, the Company has organized many professional seminars in 2019, including:
Seminars or programs for our non-life insurance clients:
- (1)Executive Summit of Non-life Insurance Companies
- (2)Future Talent Reinsurance Principles and Practices
- (3)Highlights of Health Insurance Products in Recent Years: A Brief Introduction to the Definitions of 22 Specific Critical Illnesses
(4)Health Insurance – Underwriting Principles and Practices
Seminars or programs for our life insurance clients:
(1)IFRS 17 – Reinsurance Issues
(2)Medical Insurance Seminar: Endocrine Diseases and Laboratory
Tests Interpretation
- (3)Underwriting Seminar: Autoimmune Diseases
- (4)A Series of Training Programs for Underwriting and Claims of Life Insurance Companies: The Standardized Definitions of Cancer and Interpretation of Pathology Reports, The Standardized Definitions of 22 Specific Illnesses and Caner, Highlights of Health Insurance Products in Recent Years, Simplified Issue Offer (SIO) Underwriting, Financial Underwriting, Risk and Underwriting of Innovative Products, Common Diseases of Newborn Babies, Sleeping Disorders, Trends and Risk Assessment of Health Insurance Products, Tumor Underwriting, Laboratory Tests Interpretation and Case Studies
The Company has organized various professional seminars to satisfy our clients' needs for years. Participants were given the opportunities to discuss on the market status and future trends, share information and improve their expertise. The courses and seminars also contributed to the tightening of client relationship for the Company.
- 4.2 Talent Development
- 4.2.1 The Company administers the following on-job training through its training system:
- (1)Regular Training: Internally, the Company provides regular training on general knowledge and basic skills, including "Orientation for New Employees", "Compliance Training and Promotion", "Internal Audit and Internal Control Self-inspection Training", "Anti-Money Laundering and Countering the Financing of Terrorism Training", "Personal Information Protection Awareness Training", "Information Safety Awareness", "Employee Confidentiality Obligations and Ethical Corporate Management Training", "Risk Management Training" (including senior executives) and "Fire Safety Training". A total of 1,020 persons have attended the training in 2019.
- (2)Professional Training and Statutory Programs: To enhance the employees' professional knowledge and expertise and elevate their work efficiency, the Company also organizes various job-related courses to accommodate the needs of staff at different business operations and job levels. The Company, in the meantime, has
assigned its internal auditors, compliance personnel, anti-money laundering and countering the financing of terrorism personnel, accountants and labor safety personnel to attend relevant external training to meet the statutory requirements. A total of 351 employees have attended the external training in 2019.
- 4.2.2 To support its operating plan and develop reinsurance professionals, the Company also sent employees overseas to attend international conferences, observe best practices and participate in training courses: total 12 persons.
- 4.2.3 On an ongoing basis, the Company encourages its employees to obtain professional licenses for their jobs. So far, a total of 61 employees have acquired domestic or international licenses on non-life/life insurance and financial management.
(1)Non-life Insurance Underwriters: 22
(2)Non-life Insurance Claim Adjusters: 8
(3)Life Insurance Underwriters: 4
(4)Life Insurance Claim Adjusters: 3
- (5)Fellow of the Actuarial Institute of the R. O. C.: 2
- (6)International Certificates: CPCU 5 persons, ACII 2 persons, SOA ASA 2 persons, CAS ACAS 1 person, ALU 1 person, FLMI 3 persons, ALMI 1 person, LOMA ACS 2 persons, LOMA AAPA 1 person, LOMA ARA 1 person, FRM 1 person, ARM 1 person, CFA 1 person.
- 4.2.4 To optimize its human resources, the Company endeavors to place employees at the most suitable positions in terms of personal interest and strengths, in the meantime fulfill the Company's human resources strategies. Therefore, during the year, the Company has recruited 10 new employees, arranged job transfer for 9 employees and promoted 20 employees.
CENTRAL REINSURANCE CORPORATION BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)
| December 31, 2019 | December 31, 2018 | ||||||
|---|---|---|---|---|---|---|---|
| ASSETS | Notes | AMOUNT | % | AMOUNT | % | ||
| 11000 | Cash and cash equivalents | 6(1) | \$ 12,603,772 |
32 | \$ | 17,745,305 | 48 |
| 12000 | Accounts receivable | 6(2) | 325,191 | 1 | 280,768 | 1 | |
| 14110 | Financial assets at fair value through | 6(3) | |||||
| profit or loss | 5,966,890 | 15 | 1,708,183 | 5 | |||
| 14145 | Financial assets at amortized cost | 6(4) | 13,080,024 | 34 | 11,012,551 | 29 | |
| 14180 | Other financial assets | 6(5) | 100,000 | - | 237,199 | 1 | |
| 14200 | Investment property, net | 6(7) | 448,556 | 1 | 450,678 | 1 | |
| 15000 | Reinsurance contract assets | 6(8) | 5,066,416 | 13 | 4,216,071 | 11 | |
| 16000 16700 |
Property and equipment, net Right-of-use assets |
6(11) | 204,631 610 |
1 - |
204,778 - |
- - |
|
| 17000 | Intangible assets | 8,866 | - | 5,186 | - | ||
| 17800 | Deferred income tax assets | 6(17) | 63,774 | - | 27,917 | - | |
| 18000 | Other assets | 1,293,293 | 3 | 1,401,514 | 4 | ||
| TOTAL ASSETS | \$ 39,162,023 |
100 | \$ | 37,290,150 | 100 | ||
| 21000 | LIABILITIES AND EQUITY Accounts payable |
6(12) | \$ 456,543 |
1 | \$ | 309,813 | 1 |
| 21700 | Current income tax liabilities | 266,264 | 1 | 102,276 | - | ||
| 23200 | Financial liabilities at fair value | 6(3) | |||||
| through profit or loss | 10,095 | - | 3,655 | - | |||
| 23800 | Lease liabilities | 611 | - | - | - | ||
| 24000 | Insurance liabilities | 6(8) | 26,234,743 | 67 | 25,565,926 | 69 | |
| 27000 | Provisions | 18,011 | - | 18,789 | - | ||
| 28000 | Deferred income tax liabilities | 6(17) | 76,537 | - | 44,639 | - | |
| 25000 | Other liabilities | 70,096 | - | 46,816 | - | ||
| TOTAL LIABILITIES | 27,132,900 | 69 | 26,091,914 | 70 | |||
| 30000 | EQUITY | ||||||
| 31000 | Capital | ||||||
| 31100 | Common stock | 6(14) | 5,903,888 | 15 | 5,903,888 | 16 | |
| 32000 | Capital reserve | 300,000 | 1 | 300,000 | 1 | ||
| 33000 | Retained earnings | ||||||
| 33100 | Legal reserve | 2,242,647 | 6 | 2,032,633 | 5 | ||
| 33200 | Special reserve | 6(16) | 2,358,192 | 6 | 2,002,340 | 5 | |
| 33300 | Undistributed earnings | 1,053,232 | 3 | 1,046,216 | 3 | ||
| 34000 | Other equity interest | 171,164 | - | ( | 86,841) | - | |
| TOTAL EQUITY | 12,029,123 | 31 | 11,198,236 | 30 | |||
| TOTAL LIABILITIES AND | |||||||
| EQUITY | \$ 39,162,023 |
100 | \$ | 37,290,150 | 100 |
The accompanying notes are an integral part of these financial statements.
CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Years ended December 31 | Changes | |||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | Percentage | ||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | (%) | ||
| 41000 | Operating revenues | |||||||
| 41100 | Gross premiums written | \$ | 16,755,528 | 104 \$ |
15,391,462 | 103 | 9 | |
| 51100 | Less: Reinsurance premiums ceded | ( | 1,200,029) ( | 7) ( | 1,053,030) ( | 7) | 14 | |
| 51310 | Net change in unearned | 6(8) | ||||||
| premium reserve | ( | 428,166) ( | 3) ( | 363,322) ( | 2) | 18 | ||
| 41130 | Retention earned premiums | 15,127,333 | 94 | 13,975,110 | 94 | 8 | ||
| 41300 | Reinsurance commission revenue | 282,478 | 2 | 277,753 | 2 | 2 | ||
| 41400 | Overriding commission revenue | 21,874 | - | 12,828 | - | 71 | ||
| 41500 | Net gain from investment | |||||||
| 41510 | Interest income | 524,377 | 3 | 385,555 | 3 | 36 | ||
| 41521 | Gain or loss on valuation of financial assets or financial liabilities at fair value through profit |
|||||||
| or loss | 664,552 | 4 ( |
865,776) ( | 6) ( | 177) | |||
| 41550 | Foreign exchange gain (loss) | ( | 238,543) ( | 1) | 162,912 | 1 ( |
246) | |
| 41570 | Gain (loss) on investment property | 6(7) | 20,957 | - | 19,723 | - | 6 | |
| 41585 | Expected credit impairment and reversal profit from investments |
6(4) | ( | 611) | - ( |
782) | - ( |
22) |
| 41600 | Gain (loss) upon reclassification of | 6(3) | ||||||
| applying overlay approach | ( | 313,617) ( | 2) | 694,167 | 5 ( |
145) | ||
| Total net gain from investment | 657,115 | 4 | 395,799 | 3 | 66 | |||
| 41800 | Other operating revenues | 4,124 | - | 210,045 | 1 ( |
98) | ||
| Total operating revenues | 16,092,924 | 100 | 14,871,535 | 100 | 8 | |||
| 51000 | Operating costs | |||||||
| 51200 | Reinsurance claims paid | ( | 10,281,630) ( | 64) ( | 8,505,936) ( | 57) | 21 | |
| 41200 | Less: Reinsurance claims recovery | 586,974 | 4 | 493,982 | 3 | 19 | ||
| 51260 | Retention reinsurance claims paid | ( | 9,694,656) ( | 60) ( | 8,011,954) ( | 54) | 21 | |
| 51300 | Net changes in other insurance | 6(8) | ||||||
| liabilities | 121,044 | - ( |
673,093) ( | 4) ( | 118) | |||
| 51500 | Reinsurance commission expenses | ( | 4,657,098) ( | 29) ( | 4,424,007) ( | 30) | 5 | |
| 51700 | Financial cost | ( | 3) | - | - | - | - | |
| 51800 | Other operating costs | ( | 3) | - ( |
14,745) | - ( |
100) | |
| Total operating costs | ( | 14,230,716) ( | 89) ( | 13,123,799) ( | 88) | 8 | ||
| 58000 | Operating expenses | |||||||
| 58100 | Selling expenses | ( | 216,506) ( | 1) ( | 235,320) ( | 2) ( | 8) | |
| 58200 | Administration expenses | ( | 135,859) ( | 1) ( | 133,945) ( | 1) | 1 | |
| 58300 | Training expenses | ( | 2,633) | - ( |
1,421) | - | 85 | |
| 58400 | Expected credit impairment reversal | 13 | ||||||
| from non-investments | 26 | - | 5 | - | 420 | |||
| Total operating expenses | ( | 354,972) ( | 2) ( | 370,681) ( | 3) ( | 4) | ||
| Net operating income | 1,507,236 | 9 | 1,377,055 | 9 | 9 | |||
| 59000 | Non-operating income and expenses | 275 | - | 42 | - | 555 | ||
| 62000 | Income from continuing operations | |||||||
| before tax | 1,507,511 | 9 | 1,377,097 | 9 | 9 | |||
| 63000 | Income tax expense | 6(17) | ( | 403,386) ( | 2) ( | 327,026) ( | 2) | 23 |
| 64000 | Income from continuing operations | |||||||
| after tax | 1,104,125 | 7 | 1,050,071 | 7 | 5 | |||
| 66000 | Net income | \$ | 1,104,125 | 7 \$ |
1,050,071 | 7 | 5 | |
(Continued)
CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME
| (Expressed in thousands of New Taiwan dollars, except earnings per share) | |||
|---|---|---|---|
| --------------------------------------------------------------------------- | -- | -- | -- |
| Years ended December 31 | Changes | |||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | Percentage | ||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | (%) | ||
| 83000 | Other comprehensive income | |||||||
| 83100 | Items may not be reclassified to | |||||||
| profit or loss subsequently | ||||||||
| 83110 | Remeasurements of defined | |||||||
| benefit plans | \$ | 134 | - \$ |
308 | - ( |
56) | ||
| 83180 | Income tax relating to the items | 6(17) | ||||||
| may not be reclassified to profit | ||||||||
| or loss subsequently | ( | 27) | - ( |
62) | - ( |
56) | ||
| 83200 | Items may be reclassified to | |||||||
| profit or loss subsequently | ||||||||
| 83210 | Exchange differences on | |||||||
| translation of foreign financial | ||||||||
| statements | ( | 43,246) ( | 1) | 57,742 | - ( |
175) | ||
| 83295 | Other comprehensive income | 6(3) | ||||||
| (loss) upon reclassification of | ||||||||
| applying overlay approach | 313,617 | 2 ( |
694,167) ( | 5) ( | 145) | |||
| 83280 | Income tax relating to items that | 6(17) | ||||||
| may be reclassified | ( | 12,366) | - | 88,740 | 1 ( |
114) | ||
| Total other comprehensive income | ||||||||
| (loss) for the year (after tax) | 258,112 | 1 ( |
547,439) ( | 4) ( | 147) | |||
| 85000 | Total comprehensive income for | |||||||
| the year | \$ | 1,362,237 | 8 \$ |
502,632 | 3 | 171 | ||
| Earnings per share | ||||||||
| 97500 | Basic and Diluted (in NT | 6(16) | ||||||
| dollars) | \$ | 1.87 \$ |
1.78 |
The accompanying notes are an integral part of these financial statements.
CENTRAL REINSURANCE CORPORATION STATEMENTS OF CHANGES IN EQUITY (Expressed in thousands of New Taiwan dollars)
| Retained Earnings | Other Equity Interest | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Common Stock | Capital Reserve | Legal Reserve | Special Reserve | Undistributed Earnings |
Exchange Differences on Translation of Foreign Financial Statements |
Unrealized Gains (Losses) on Available for-Sale Financial Assets |
Other Comprehensive Income (Loss) Upon Reclassification of Applying Overlay Approach |
Total Equity | |
| 2018 | ||||||||||
| Balance at January 1, 2018 | \$ 5,622,750 | \$ 300,000 |
\$ 1,754,742 | \$ 1,827,712 | \$ 1,360,777 | (\$ 83,984 ) |
\$ 469,475 |
\$ - |
\$ 11,251,472 |
|
| Effect of adopting IFRS 9 retrospectively | - | - | - | - | ( 68,946 ) |
- | ( 469,475 ) |
544,828 | 6,407 | |
| Balance, January 1, 2018 after adjustments | 5,622,750 | 300,000 | 1,754,742 | 1,827,712 | 1,291,831 | ( 83,984 ) |
- | 544,828 | 11,257,879 | |
| Net income for the year | - | - | - | - | 1,050,071 | - | - | - | 1,050,071 | |
| Other comprehensive income (loss) for the year | - | - | - | - | 246 | 49,229 | - | ( 596,914 ) |
( 547,439 ) |
|
| Total comprehensive income (loss) | - | - | - | - | 1,050,317 | 49,229 | - | ( 596,914 ) |
502,632 | |
| Distributions of 2017 earnings | ||||||||||
| Legal reserve | - | - | 277,891 | - | ( 277,891 ) |
- | - | - | - | |
| Special reserve | - | - | - | 6,948 | ( 6,948 ) |
- | - | - | - | |
| Cash dividends | - | - | - | - | ( 562,275 ) |
- | - | - | ( 562,275 ) |
|
| Stock dividends | 281,138 | - | - | - | ( 281,138 ) |
- | - | - | - | |
| Recovery of special reserve | - | - | - | ( 131,439 ) |
131,439 | - | - | - | - | |
| Appropriation for equalization reserve for the year | - | - | - | 299,119 | ( 299,119 ) |
- | - | - | - | |
| Balance at December 31, 2018 | \$ 5,903,888 | \$ 300,000 |
\$ 2,032,633 | \$ 2,002,340 | \$ 1,046,216 | (\$ 34,755 ) |
\$ - |
(\$ 52,086 ) |
\$ 11,198,236 |
|
| 2019 | ||||||||||
| Balance at January 1, 2019 | \$ 5,903,888 | \$ 300,000 |
\$ 2,032,633 | \$ 2,002,340 | \$ 1,046,216 | (\$ 34,755 ) |
\$ - |
(\$ 52,086 ) |
\$ 11,198,236 |
|
| Net income for the year | - | - | - | - | 1,104,125 | - | - | - | 1,104,125 | |
| Other comprehensive income (loss) for the year | - | - | - | - | 107 | ( 34,597 ) |
- | 292,602 | 258,112 | |
| Total comprehensive income (loss) | - | - | - | - | 1,104,232 | ( 34,597 ) |
- | 292,602 | 1,362,237 | |
| Distributions of 2018 earnings | ||||||||||
| Legal reserve | - | - | 210,014 | - | ( 210,014 ) |
- | - | - | - | |
| Special reserve | 6(16) | - | - | - | 5,250 | ( 5,250 ) |
- | - | - | - |
| Cash dividends | 6(16) | - | - | - | - | ( 531,350 ) |
- | - | - | ( 531,350 ) |
| Appropriation for equalization reserve for the year | 6(16) | - | - | - | 350,602 | ( 350,602 ) |
- | - | - | - |
| Balance at December 31, 2019 | \$ 5,903,888 | \$ 300,000 |
\$ 2,242,647 | \$ 2,358,192 | \$ 1,053,232 | (\$ 69,352 ) |
\$ - |
\$ 240,516 |
\$ 12,029,123 |
The accompanying notes are an integral part of these financial statements.
CENTRAL REINSURANCE CORPORATION STATEMENTS OF CASH FLOWS
| Years ended December 31 | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Profit before tax | \$ | 1,507,511 | \$ | 1,377,097 |
| Adjustments | ||||
| Adjustments to reconcile profit (loss) | ||||
| Depreciation | 8,909 | 9,013 | ||
| Amortization | 2,373 | 1,726 | ||
| Provision (recovery) for loss allowance of reinsurance | ||||
| contract assets | ( | 8,467 ) | 9,757 | |
| Loss (gain) on valuation of financial assets and | ||||
| liabilities at fair value through profit or loss | ( | 647,341 ) | 681,491 | |
| Interest expense | 3 | - | ||
| Interest income | ( | 539,945 ) | ( | 412,432 ) |
| Dividend income | ( | 74,703 ) | ( | 111,926 ) |
| Net change in reserves | 307,122 | 1,036,415 | ||
| Expected credit impairment on investments | 611 | 782 | ||
| Expected credit impairment (reversal) on non | ||||
| investments | ( | 26 ) | ( | 5 ) |
| Loss (gain) upon reclassification of applying overlay | ||||
| approach | 313,617 | ( | 694,167 ) | |
| Unrealized foreign exchange (gain) loss | 156,268 | ( | 196,375 ) | |
| Changes in operating assets and liabilities | ||||
| Changes in operating assets | ||||
| Accounts receivable | ( | 50,624 ) | 32,981 | |
| Financial assets at fair value through profit or loss | ( | 3,604,926 ) | 3,440,100 | |
| Financial assets at amortized cost | ( | 2,286,453 ) | ( | 3,351,251 ) |
| Other financial assets | 137,199 | 447,163 | ||
| Reinsurance contract assets | ( | 464,514 ) | ( | 406,874 ) |
| Other assets | 92,518 | ( | 336,149 ) | |
| Changes in operating liabilities | ||||
| Accounts payable | 146,730 | ( | 100,057 ) | |
| Provisions | ( | 644 ) | ( | 1,916 ) |
| Other liabilities | 23,280 | 10,506 | ||
| Cash (outflow) inflow generated from operations | ( | 4,981,502 ) | 1,435,879 | |
| Interest received | 563,362 | 410,927 | ||
| Dividend received | 72,901 | 111,854 | ||
| Interest paid | ( | 3 ) | - | |
| Income tax paid | ( | 255,750 ) | ( | 400,211 ) |
| Net cash flows (used in) from operating activities | ( | 4,600,992 ) | 1,558,449 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Acquisition of property and equipment | ( | 6,195 ) | ( | 5,240 ) |
| Acquisition of intangible assets | ( | 6,053 ) | ( | 5,990 ) |
| Acquisition of investment property | ( | 134 ) | ( | 73 ) |
| Net cash flows used in investing activities | ( | 12,382 ) | ( | 11,303 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Payments of lease liabilities | ( | 310 ) | - | |
| Payment of cash dividends | ( | 531,350 ) | ( | 562,275 ) |
| Net cash flows used in financing activities | ( | 531,660 ) | ( | 562,275 ) |
| Effects of exchange rate changes | 3,501 | ( | 11,746 ) | |
(Expressed in thousands of New Taiwan dollars)
The accompanying notes are an integral part of these financial statements.
Net (decrease) increase in cash and cash equivalents ( 5,141,533 ) 973,125 Cash and cash equivalents at beginning of year 17,745,305 16,772,180 Cash and cash equivalents at end of year \$ 12,603,772 \$ 17,745,305
REPORT OF INDEPENDENT ACCOUNTANTS
PWCR19000244 To Central Reinsurance Corporation
Opinion
We have audited the accompanying balance sheets of Central Reinsurance Corporation (the "Company") as of December 31, 2019 and 2018, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018 and its financial performance and its cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Insurance Enterprises" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor's Respons珈lilies for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Recognition of reinsurance revenue
Description
For the accounting policy for reinsurance revenue, please refer to Note 4(26) of the financial statements; for c1itical accounting estimates and assumptions of reinsurance revenue, please refer to Note 5(2) of the financial statements.
The Company's reinsurance revenue accounts for 104% of its operating revenues. The Company estimates reinsurance revenue based on an accrual basis; that is, once函nsurance contracts are signed, the Company elects the ceding company's annual forecasted reinsurance infonnation and then calculates the revenue proportion to be recognized in each quarter based on previous experience of actual statements. Thereafter, when actual statements are received each quarter, original estimates are reversed and actual statements are accrued. The Company then evaluates the reason for differences between actual statements and estimated amounts to adjust the estimated revenues of rema面ng period, accordingly. Because函nsurance revenue is material to the financial statements and the recognition of reinsurance revenue involves management's professional judgement, we have thus included the recognition of reinsurance revenue as one of the key audit matters in our audit.
How our audit addressed the matter
The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:
-
- Obtained an understanding and assessed the Company's policies, internal controls, and processing procedures related to the recognition of reinsurance revenue.
-
- On a sample basis, tested the effectiveness of internal controls related to the recognition ofreinsurance revenue, including:
- (1) Checking the accuracy and completeness ofrecording reinsurance contracts into their system.
- (2) Checking the consistency of reinsurance revenue recorded in the system with the related information provided by the ceding company
- (3) Checking the revenue proportion allocated to each quarter during the contract period and recognized amounts used by management to determine their accuracy.
- (4) Che函ng the accuracy of actual statements and recorded reversal of estimates.
- (5) Checking whether management had provided clear reasons for its adjustments on the amounts of estimated revenues of each quarter and checked whether such adjustments were appropriately approved.
-
- On a sample basis, checked information of actual statements to assess the reasonableness of the Company's adjustments to estimated reinsurance revenue.
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the "Regulations Governing the Preparation of Financial Repo1ts by Insurance Enterprises" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ab山ty to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from error or fraud and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- l. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- 3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting est面ates and related disclosures made by management.
- 4.Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a gomg concern.
- 5. Evaluate the overall presentation, structure and content of the fmancial statements, including the disclosures, and whether the fmancial statements represent the underlying transactions and events in a manner that achieves衄presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
乙乙,麻�-工 令-/<• �
Chen, Hsien-1 Lai, Chung-Hsi
For and on behalf of PricewaterhouseCoopers, Taiwan March 25, 2020
-------------------------------------一一--------------------一一一一一一一一一----一一一一一---一-----------------------------------------------------------一--一- The accompanying financial statements are not intended to present the fmancial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the respons心lity of the management, PricewaterhouseCoopers, Taiwan cannot accept any liab山ty for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
CENTRAL REINSURANCE CORPORATION
Earnings Distribution Plan
For the Year of 2019
(Unit: NT\$)
| Items | Total | Grand Total |
|---|---|---|
| Unappropriated retained earnings of previous years | 299,602,447 | |
| Add:The remeasurements of defined benefit plans(Note 1) | 106,863 | |
| Add:Net income of 2019 | 1,104,124,967 | |
| Less:Legal reserve | (220,846,366) | |
| Less:Special reserve(Note 2) | (350,601,848) | 532,783,616 |
| Retained earnings in 2019 available for distribution | 832,386,063 | |
| Distributable item: | ||
| Shareholders' dividends-Cash dividends: NT\$0.9 per share | 531,349,875 | 531,349,875 |
| Unappropriated retained earnings | 301,036,188 |
Note 1:Pursuant to Article 11 of the Rules for the Preparation of Financial Reports by Insurance Institutions, the Company defined the remeasurements of defined benefit plans transferred to retained earnings.
Note 2:According to the Insurance regulations, the provision for equalization reserve NT\$350,601,848 of the year 2019 had been recognized as special reserve.
Note 3:The surplus of year 2019 is allocated by priority .
Audit Committee's Review Report
TO:2020 Annual General Meeting of Shareholders Central Reinsurance Corporation (Central Re)
The Board of Directors has prepared the Company's 2019 business report, financial report, and proposal for distribution of earnings. The CPA firm of PricewaterhouseCoopers, Taiwan has audited the financial report and issued the audit report.
The above business report, financial report, and proposal for distribution of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members of Central Re. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Central Reinsurance Corporation
Convener of the Audit Committee: Chou, Yu-Cheng March 25, 2020
Central Reinsurance Corporation 2020 Annual General Meeting of Shareholders Roster of Directors (Including Independent Directors) Candidates
| NO. | Item | Name | Gender | Expertise | Major Education and Experience |
Concurrent Positions | Shares |
|---|---|---|---|---|---|---|---|
| 1 | Director | Evergreen International Corp. Representative: Yang, Cheng-Tui (Current Director) |
Male | Business Management Risk Management Finance & Insurance |
(Education) MBA, College of Insurance, New York City Bachelor of Economics, National Taiwan University (Experience) President, Central Reinsurance Corp. Adjunct Lecturer / Adjunct Associate Professor, Dept. of Risk Management and Insurance, National Chengchi University Deputy Director General, Dept. of Insurance, Ministry of Finance, R.O.C. |
Chairman, Central Reinsurance Corp. |
207,419,251 |
| 2 | Director | Evergreen Marine Corp. (Taiwan) Ltd. Representative: Chang, Kuo-Hua |
Male | Business Management Transportation Management |
(Education) Marine Engineering, China College of Marine Technology (Now called Taipei University of Marine Technology) (Experience) Same as Concurrent Positions |
Director: Evergreen Marine Corporation (Taiwan) Ltd., Evergreen International Storage & Transport Corp., Evergreen International Corp., Evergreen Steel Corp., Ever Reward Logistics Corp., Evergreen Marine (Hong Kong) LTD., Evergreen Shipping Agency (America) Corporation, Evergreen Laurel Hotel (M) SDN. BHD., Colon Container Terminal S.A. Director & Manager, Evergreen International S.A. |
49,866,466 |
| NO. | Item | Name | Gender | Expertise | Major Education and Experience |
Concurrent Positions | Shares |
|---|---|---|---|---|---|---|---|
| 3 | Director | Evergreen International Corp. Representative: Tai, Jiin-Chyuan (Current Director) |
Male | Business Management Transportation Management Law |
(Education) Master of Maritime Law, National Taiwan Ocean University (Experience) Same as Concurrent Positions |
Director & President, Evergreen International Corp. Director: EVA Airways Corp., Central Reinsurance Corp., Evergreen International Storage & Transport Corp., Uni Airways Corp., Evergreen Sky Catering Corp., Evergreen Security Corp., Shun An Enterprise Corp., Evergreen Aviation Technologies Corp., Taipei Port Container Terminal Corp., Super Max Engineering Enterprise Corp., Ever Ecove Corporation, Evergreen (Shanghai) Hotel Ltd., Evergreen Insurance Company Ltd., Evergreen International Hotel Property (Bangkok) Co., Ltd., Colon Container Terminal S.A., Evergreen Container Terminal (Thailand) Ltd. |
207,419,251 |
| 4 | Director | Evergreen International Corp. Representative: Cheng, Ching-Fen |
Female | Business Management Financial & Accounting |
(Education) MBA of Industrial Management, Chung Hua University (Experience) Same as Concurrent Positions |
Executive Vice President, Finance Division of Central Reinsurance Corp. |
207,419,251 |
| NO. | Item | Name | Gender | Expertise | Major Education and Experience |
Concurrent Positions | Shares |
|---|---|---|---|---|---|---|---|
| 5 | Director | Ministry of Finance, R.O.C. Representative: Lee, Yi-Fen (Current Director) |
Female | Business Management Financial & Accounting |
(Education) Master of Institute of Public Policy Science, College of Law & Commerce, National Chung Hsing University Bachelor of Political Science, Soochow University (Experience) Senior Executive Officer, Dept. of Planning Ministry of Finance, R.O.C. Senior Executive Officer, Dept. of Secretariat, Ministry of Finance, R.O.C. |
Deputy Director General, Dept. of Planning, Ministry of Finance, R.O.C. Director, Central Reinsurance Corp. |
120,239,773 |
| 6 | Director | Ministry of Finance, R.O.C. Representative: Chen, Kuan-Pao (Current Director) |
Male | Business Management Asset Management |
(Education) Bachelor of Land Economics, National Chengchi University (Experience) Counselor, Ministry of Finance, R.O.C. Deputy Director General / Acting Director General, Training Institute, Ministry of Finance, R.O.C. Deputy Director General, National Property Administration, Ministry of Finance, R.O.C. |
Director General, Dept. of Secretarial, Ministry of Finance, R.O.C. Director, Central Reinsurance Corp. |
120,239,773 |
| NO. | Item | Name | Gender | Expertise | Major Education and Experience |
Concurrent Positions | Shares |
|---|---|---|---|---|---|---|---|
| 7 | Independent Director |
Chou, Yu-Cheng (Current Independent Director) |
Male | Business Management Financial & Accounting Finance & Insurance |
(Education) Master of Accounting, University of Alabama Bachelor of Accounting, National Chengchi University (Experience) Vice President, Yuanta Futures Co., Ltd. Partner, Pricewaterhouse Coopers Adjunct Lecturer, Dept. of Business and Management, Ming Chi University of Technology |
CPA, NengShiang Certified Public Accounts |
0 |
| 8 | Independent Director |
Chang, Bing-Huang | Male | Business Management Law Finance & Insurance |
(Education) LL.M., London School of Economics and Political Science (International Business Law) Study for LL.M. Program, National Taiwan University LL.B., National Taiwan University (Experience) Partner of Baker & McKenzie Taipei Partner of K&L Gates, Partner of Preston Gates & Ellis Partner of Taiwan Commercial Law Offices Director, Taipei Bar Association |
Partner of Liu, Chang & Partners |
0 |
| NO. | Item | Name | Gender | Expertise | Major Education and Experience |
Concurrent Positions | Shares |
|---|---|---|---|---|---|---|---|
| 9 | Independent Director |
Tsai, Li-Hsueh | Female | Business Management Risk Management Financial & Accounting Finance & Insurance |
(Education) M.A. in Finance, School of Management, Ming Chuan University (Experience) Managing Director & President, First Commercial Bank Co., Ltd. Director, First Financial Holding Co., Ltd. SEVP/EVP & Chief Risk Officer, SEVP & General Auditor, EVP & Chief Financial Officer, and EVP & Chief Strategy Officer, Taiwan Financial Holding Co., Ltd. Director / Supervisor, Bank Taiwan Life Insurance Co., Ltd. |
None | 0 |
CENTRAL REINSURANCE CORPORATION ARTICLES OF INCORPORATION
Chapter 1 GENERAL PROVISIONS
Article 1
This Company is incorporated pursuant to the provisions governing a company limited by Shares of the Company Law of Republic of China with the name of 中央再保險股份有限公司 in Chinese and CENTRAL REINSURANCE CORPORATION in English.
Article 2
The Company may engage in the activity of H501031 Reinsurance Business.
Article 3
The office of the Company is located in Taipei, Taiwan, where necessary, the Company may have branches or offices established within or outside the Republic of China as approved by competent authority.
Article 4
The fund management and investment of the Company, in compliance with Insurance Law and related regulations, shall not be subject to the restriction of not exceeding 40 percent of the paid-up capital of the Company pursuant to Article 13 of the Company Law.
Chapter 2 SHARES
Article 5
The total authorized capital of the Company shall be NT\$6,000,000,000 divided into 600,000,000 shares at NT\$10 each. The Board of Directors is hereby authorized to issue the unissued shares in installments.
Article 6
The shares issued by the Company may be paperless and must be registered in the Securities Central Depositary Business Institution.
Article 7
Registration of share transfer, within sixty (60) days before the date of Annual General Meeting of the Shareholders, thirty (30) days before the date of Extraordinary Meeting of Shareholders, or five (5) days before the date fixed by the Company for distribution of dividends, bonus or other benefits, shall not be conducted.
Chapter 3 SHAREHOLDERS' MEETING
Article 8
The Shareholders' Meeting of the Company consists of two categories; the Annual General and Extraordinary Meetings;
- The Annual General Meeting shall be duly held within six (6) months after the end of each fiscal year of the Company;
- The Extraordinary Meeting of the Company may be duly held if necessary.
Article 9
Notices to convene the Annual General Meeting shall be given to each shareholder thirty (30) days in advance, and the one to convene the Extraordinary Meeting shall be given fifteen (15) days in advance. Notices of the Shareholders' Meeting shall specify the time and place of the meeting and the particulars of the business to be transacted, and shall be given to all the Shareholders.
Article 10
A shareholder who is unable to attend a Shareholders' Meeting may appoint a proxy to attend and vote on his behalf pursuant to a power of attorney printed and distributed by the Company duly issued by the Shareholder stating the ambit of the proxy's authority.
Article 11
Unless otherwise provided under the Company Law and related regulations, the quorum for a Shareholders' Meeting shall be duly adopted by a majority in the meeting attended by Shareholders who represent a majority of the total issued shares.
Article 12
The shareholders of the Company shall have one voting right for each share, unless otherwise regulated under the relevant laws and regulations.
Article 13
When Shareholders' Meeting is convened by the Board of Directors, its chairman shall be processed in accordance with the provisions in Article 208 of the Company Law.
When the meeting is convened by other party with right of summons other than the Board of Directors, the Chairman shall be undertaken by that party with right of summons. When there are two or more parties with right of summons, one party will be elected from these parties.
Article 14
The resolutions adopted by the Shareholders' Meeting shall be reported in the minutes. The content, distribution and other essentials of the minutes shall be made in accordance with the provision of Article 183 of the Company Law.
Chapter 4 DIRECTORS AND MANAGERS
Article 15
The Company shall have seven to nine (7~9) Directors.
The election of the Directors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Law. The shareholders shall elect the Directors from the list of candidates announced by the Company. The related matters shall be processed according to the relevant regulations.
The total number of shares that should be held by all Directors of the first paragraph shall be subject to the provision established by the Securities Management Institution.
Article 16
The Directors shall be elected at the Shareholders' Meeting from competent persons in accordance with law provisions. They shall have a three-year term of office and are eligible for re-election. The Directors may, according to Article 199 of the Company Law, be discharged at any time by a resolution passed at a Shareholders' Meeting.
Article 17
There should be three (3) Independent Directors of the total number of directors as stipulated in Article 15.
Independent and non-independent directors shall be elected at the same time with respective eligible numbers.
The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and election and any other matters as required with respect to independent directors shall be in compliance with Securities and Exchange Act and the related regulations.
Article 18
The Directors shall constitute the Board. The Chairman shall be elected at a meeting attended by at least two thirds (2/3) or more of the entire Directors and by a simple majority vote of the Directors present at the meeting and may also elect a Vice Chairman in the same manner.
The Chairman of the Board of Directors shall internally preside at the Meetings
of Shareholders and Meetings of the Board of Directors, and shall externally represent the Company. When the Chairman is on leave of absence or cannot exercise its job for any cause, agency of his/her job shall be handled in accordance with Article 208 of the Company Law.
Article 19
When the number of vacancies in the Board of Directors equals to one third (1/3) of the total number of Directors, the Board of Directors shall convene an Extraordinary Shareholders' Meeting for election of supplementary Directors within sixty (60) days of such occurrence in accordance with the laws. The term of office of the supplementary Directors shall be limited to make up the original term of office.
When an independent director is discharged for any reason, resulting in a shortage of number of directors required under paragraph 1 of Article 17, a by-election for independent director shall be held at the next following shareholders' meeting. When all independent directors have been discharged, the Board of Directors shall convene a shareholders' meeting for by-election within sixty (60) days of such occurrence.
Article 20
For execution of business of the Company, apart from items that are separately specified in related laws or the Articles of Incorporation to be resolved at the Shareholders' Meeting, all items shall be resolved by the Board of Directors.
Article 21
The Company shall establish an audit committee according to Article 14-4 of the Securities and Exchange Act. The exercise of Audit Committee and its members' duties and authorizations and matters relating thereto, shall be in compliance with Securities and Exchange Act and the related regulations.
Article 22
The meeting of the Board of Directors of the Company shall be informed to each Director with a notice stating matters to be discussed seven (7) days prior to convening such meeting. Nevertheless, in case of emergency, the said meeting may be convened immediately.
The notice set forth in the preceding paragraph may be served in the form of written document, e-mail or fax.
The meeting of the Board of Directors shall be attended by the Directors personally. Where a Director is unable to attend a meeting, he or she may authorize another Director to attend on his or her behalf by issuing a power of attorney specifying the notified matters and the ambit of the authorization. Each Director shall only accept one proxy.
Unless otherwise provided under the related regulations or this Articles of Incorporation, resolutions of the Board of Directors shall be adopted by the approval of a majority of the Directors in a meeting attended by a majority of all the Directors.
A meeting of the Board of Directors may be conducted through video conference, and the Directors who participate in video shall be deemed to have attended the meeting in person.
Article 23
The remuneration of the Directors is authorized to be resolved by the Board of the Directors according to their level of participation of the Company's operation and their value of contribution as well as the normal standard of the industry.
Article 24
The Company may take out liability insurance for all Directors during their terms of offices to cover their legal liability for damages arising from their performance of duties.
The Company may also indemnify within a certain amount to Director(s), who is (are) liable to pay compensation or legal expense, except for those caused by their intentional or gross negligence acts or by a suit brought in accordance with a resolution of the Shareholders' Meeting.
The so-called "a certain amount" in the preceding paragraph is authorized to be resolved by the Board of Directors according to the actual situations.
Article 25
An Audit Division is to be set up under the Board of Directors to perform internal audits with independent and objective spirit, and to report to the Board of Directors on regular basis.
A Chief Auditor shall be appointed to the Audit Division. The appointment, discharge or transfer of the Chief Auditor shall be concurred by more than two thirds (2/3) of the entire directors.
The Audit Division may have one or more auditors. The appointment of auditors shall be proposed by the Chief Auditor and approved by the Chairman of the Board of Directors.
Article 26
The company may appoint managers. Appointment, discharge and the remuneration of the managers shall be made in accordance with the provisions of Article 29 of the Company Law.
Chapter 5 ACCOUNTING
Article 27
Fiscal year of the Company falls between January 1st and December 31st of each year. Before the commencement of each fiscal year, budget and business plan shall be submitted to the Board of Directors Meeting for approval.
Article 28
After the end of each fiscal year of the Company, the Board of Directors shall prepare the following reports and submit in accordance with legal procedures for approval by the shareholders at the Annual General Meeting:
- Business report.
- Financial statements.
- Proposal for profit distribution or loss restitution.
Article 29
Minimum 0.5% of profit of the current year distributable as employees' compensation and not exceed 1% of profit of the current year distributable as remuneration of Directors shall be distributed when the Company have profit. However, the Company's accumulated losses shall have been covered before distributing employees' compensation and remuneration of Directors by the aforementioned principles.
Employees' compensation may be distributed in the form of shares or in cash; Remuneration of Directors shall be distributed in the form of cash only.
The profit set out in the first Paragraph is meaning thereto income before income tax of the current year including the profit of employees' compensation and remuneration of Directors.
The amount of payment of the employees' compensation and the remuneration of Directors and the distribution manner of the employees' compensation shall be adopted by a majority vote at a meeting of the Board of Directors attended by two-third of the total number of directors and then to be reported to the shareholders meeting.
Article 29-1
Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied firstly towards making up any losses incurred by the Company in the previous years, secondly retaining twenty (20) percent of the balance thereof as legal reserve, then setting aside or release special reserve in accordance with regulations and adding previous retained earnings for the Board of Directors to make surplus profit proposal for distribution for resolution by the Shareholders' Meeting.
Shareholders' dividend may be distributed in cash dividend and stock dividend, with the cash dividend not less than fifty (50) percent of the total amount of distribution.
Chapter 6 MISCELLANEOUS
Article 30
The Company may set up executing units in accordance with business needs where their rule and regulation shall be separately stipulated.
The Board of Directors may set up functional committees in accordance with regulations or business needs. Their Charters shall be made by the Board of Directors.
Article 31
Any matter not provided for by this Articles of Incorporation shall be subject to the Company Law and related regulations.
Article 32
Various operation procedures of the Company shall be separately stipulated by the President where substantial rule and regulation shall be reported to the Board of Directors for approval.
Article 33
This Articles of Incorporation entered into force from the date resolved by the Shareholders' Meeting and the same procedure shall apply when it is revised. The history is as follow:
- (1) These Articles were originally established on October 26, 1967.
- (2) The 1st to the 23rd amendments were made between January 18, 1972 and October 26, 2005.
- (3) The 24th amendment was made on June 15, 2007.
- (4) The 25th amendment was made on June 13, 2008.
- (5) The 26th amendment was made on June 18, 2010.
- (6) The 27th amendment was made on June 15, 2012.
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(7) The 28th amendment was made on June 13, 2013.
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(8) The 29th amendment was made on June 11, 2014.
- (9) The 30th amendment was made on May 27, 2016.
CENTRAL REINSURANCE CORPORATION Chairman Yang, Cheng-Tui
CENTRAL REINSURANCE CORPORATION RULES FOR PROCEDURE OF THE SHAREHOLDERS' MEETING
Article 1
The shareholders' meetings of Central Reinsurance Corporation (hereinafter referred to as "the Company") shall be conducted pursuant to these Rules.
For matters not prescribed in these Rules, except where explicitly prescribed by Company Law, the Company's Articles of Incorporation, and other laws and regulations, the chairman shall decide such matters.
Article 2
The attending shareholders or shareholders attending through proxies (hereinafter referred to as "the Shareholders") shall hand over check-in cards in lieu of signing in.
The number of shares for attending the meeting shall be counted according to the delivered check-in cards.
Where an institutional shareholder is delegated to attend the shareholders' meeting, such institutional shareholder shall only appoint one (1) representative to attend the meeting.
Article 3
Quorum and votes of shareholders' meeting shall be counted on the basis of number of shares.
Article 4
Venue of the shareholders' meeting shall be at the place where the Company is located or at any other place where it is convenient for the Shareholders to attend and is suitable for the meeting to be conducted. The meeting shall commence not earlier than 09:00 A.M. or not later than 03:00 P.M.
Article 5
Except where prescribed by laws and regulations, the Board of Directors shall convene shareholders' meetings.
All Shareholders shall be notified thirty (30) days in advance of an annual general shareholders' meeting. All Shareholders shall be notified fifteen (15) days in advance of an extraordinary shareholders' meeting.
Those Shareholders who hold less than 1,000 shares of stock may be notified by means of posting a public announcement on the Market Observation Post System of Taiwan Stock Exchange Corporation.
The subject matters of the meeting shall be explicitly stated in notices and the public announcement. When permitted by the recipients, notification may be done through electronic means.
Article 6
The Shareholders holding at least one percent (1%) of the total number of issued shares of the Company may submit written proposal for discussion in an annual general shareholders' meeting to the Company.
Before the closure of transferring stocks of an annual general shareholders' meeting, the Company shall publicly announce its readiness for acceptance of Shareholders' proposals, its place of acceptance and period of acceptance. The period of acceptance may not be shorter than ten (10) days.
The Shareholders' proposal shall be included in the agenda and stated in the subject of the notification when none of the following circumstances as reviewed by the Board applies:
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- The proposal is not a matter that may be resolved by shareholders' meeting.
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- The proposing Shareholder holds less than one percent (1%) of issued shares at the time of closure of transferring stocks prior to the shareholders' meeting.
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- The proposal was not submitted during the acceptance period publicly announced in the forgoing paragraph.
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- The proposing Shareholder has submitted more than one (1) proposal, or the proposal exceeds three hundred (300) words (including punctuations), or the proposal was not submitted in writing.
The Company shall notify the Shareholders who submitted proposals of the result of processing the proposal prior to the notification of the shareholders' meeting. With regard to the Shareholders' proposals not included in the meeting agenda, the Board shall state in the meeting handbook of the reason why such proposal was not included; No additional agenda will be included and there will not be any reference in the meeting minutes.
If the Shareholders' proposals included in the meeting agenda according to the Paragraph 3 are similar proposals or are similar to the proposal of the Board of Directors, the chairman shall group the proposals and apply Article 25 of these Rules.
Article 7
The Shareholders who cannot attend a shareholders' meeting in person may issue a proxy printed by the Company stating ambit of authorization to a designated person to attend.
The Shareholders attend a shareholders meeting by proxy shall conduct pursuant to the Company Law and relevant regulations.
Article 8
A meeting handbook shall be prepared when a shareholders' meeting is convened. The meeting handbook and other relevant information concerning the meeting shall be publicly announced.
Time and manner of the public announcement of the preceding paragraph, main provisions of the meeting handbook and other compliance requirements should be processed in accordance with the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies.
Article 9
Chairman of the Board shall serve as chairman of a shareholders' meeting convened by the Board. If the Chairman has taken leave or cannot act for any reason, the Vice Chairman shall act in his stead. If the Chairman and Vice Chairman have both taken leave or cannot act for any reason, the Chairman shall designate one director to act on his behalf. If the Chairman has not designated any director to act as chairman, the directors shall elect one from themselves to serve as the meeting chairman.
When a shareholders' meeting has been convened by a person with convening powers other than the Board, the convener shall serve as the chairman. If there are two or more conveners, they shall elect one from themselves to serve as the chairman.
Article 10
The Company may designate commissioned lawyers, certified public accountants, or other relevant personnel to present the shareholders' meeting in a non-voting capacity.
Article 11
The Company shall make an audio or video recording of the entire proceedings of the shareholders' meeting, and shall preserve the recording for at least one (1) year.
The staffs relating to the affairs of the meeting (including security personnel) shall wear identification tags or badges.
Article 12
Chairman of the meeting shall declare the meeting open when it's time for meeting. However, chairman of the meeting may declare postponement of the meeting provided that the Shareholders represent not more than half of total number of issued shares, but such postponements are limited to twice and the total postponement time shall not be more than one (1) hour. If twice postponements cannot still constitute a majority, but the Shareholders represent over one third of the total number of issued shares, a tentative resolution may be passed by a majority of those present pursuant to the Paragraph 1 of the Article 175 of the Company Law.
If the Shareholders have been up to more than half of total number of issued shares before the conclusion of that meeting, the chairman may make the proposition to resolve such tentative resolution by vote pursuant to Article 174 of the Company Law.
Article 13
Where a shareholders' meeting is convened by the Board of Directors, its agenda shall be arranged by the Board of Directors. Moreover, the meeting shall proceed on the basis of arranged agenda and cannot be changed without the resolution at the shareholders' meeting.
Where a shareholders' meeting is called by a convener who is entitled to call such meeting other than the Board of Directors, the preceding Paragraph shall be mutatis mutandis applicable.
Unless it has been duly resolved, chairman of the meeting shall not declare the meeting adjourned at discretion before the agenda as set forth in the preceding two Paragraphs (including motions) have been concluded.
After the meeting is over, the Shareholders shall not elect another chairman to preside to continue the meeting at the same place or any other place. However, if the chairman announces adjournment in violation of the Rules, then based on the consent of more than half of the voting rights of attending Shareholders one person shall be elected as the chairman to continue the meeting.
Article 14
Any Shareholder shall, before speaking at the meeting, present a speaking memo stating summary, shareholder A/C number (or attendance certificate number) and A/C name. Speaking sequence shall be arranged by the chairman of the meeting.
In the event that a Shareholder only presents a speaking memo, but he/she doesn't speak at the meeting, it shall be deemed that he/she speaks nothing at the meeting. If the speaking contents are not same as those indicated on the speaking memo, only the former shall be considered.
When a Shareholder is speaking, other Shareholders may not interfere by speaking unless being authorized by chairman or the Shareholder who is speaking. Chairman shall stop such violation.
Article 15
An attending Shareholder may question about report items on the agenda only after the chairman or person designated by the chairman has read or reported all report items. Each Shareholder may speak once concerning all report items and each instance may not exceed five (5) minutes.
When an attending Shareholder speaks with regard to the matters for recognition and discussion listed on the agenda, and to the motions made in the extraordinary motion session, each Shareholder shall speak no more than twice concerning each motion and each proposition and not exceeding five (5) minutes each time without obtaining the consent of the chairman.
Where a Shareholder speaks over the prescribed time limit or exceeds the bounds of the issue at hand, the chairman is entitled to stop such speaking. The chairman may direct disciplinary personnel (or security personnel) to take necessary measures to maintain order in the meeting place or ensure the smooth progress of the meeting if a speaker still refuses to stop talking or other interfering circumstances occur.
Article 16
When government or an institutional shareholder sends two or more representatives to attend a shareholders' meeting, only one person may speak on each proposition.
Article 17
After an attending Shareholder has spoken, the chairman may personally respond, or designate another relevant person to do so.
Article 18
The chairman may announce an intermission at an appropriate time during a shareholders' meeting.
Article 19
The chairman may announce an end of discussion and put the proposition to a vote when the chairman considers it has reached the extent for making a resolution.
Article 20
Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a Shareholder shall have one voting right for each share.
Article 21
Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority vote by attending Shareholders.
When a proposition is to be resolved, it may be passed by applause after the chairman finds that there is no objection; its effectiveness shall be same as resolved by voting. When any Shareholder expresses objection, the resolution shall be decided by voting.
Article 22
When a proposition is put to a vote, the chairman shall direct two (2) ballot supervising personnel and several ballot counting personnel to perform duties. However, such ballot supervising personnel must be a Shareholder of the Company.
The result of voting shall be reported on the spot and recorded. Ballot supervising personnel shall seal the ballots, and shall turn them over to the Company for preservation after signing or affixing their seals on them.
Article 23
A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies:
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- The ballot used was not prepared by the Board.
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- A blank ballot has been placed in the ballot box.
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- The ballot is illegible due to damage or indistinct writing.
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- The ballot has been altered or bears extraneous written text or symbols.
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- Both consent and oppose have been marked.
Article 24
If a Shareholder disputes any matters such as the voting process, the ballot counting
method or the validity of ballots, the ballot supervising personnel shall state the Shareholder's account number, the number of voting rights, and the subject of the dispute, then sign or seal for preservation.
Article 25
If there shall be an amendment or alternative to one proposition, the chairman may combine the amendment or alternative into the original proposition and determine their orders for resolution. If one of the above shall be resolved, the others shall be considered as rejected, upon which no further resolution shall be required.
Article 26
The deliberation conducted at a shareholders' meeting shall be recorded in the meeting minutes. The contents and distribution of minutes shall be in accordance with Article 183 of the Company Law and the minutes of shareholders' meetings must be preserved as long as the Company is in existence.
Article 27
The chairman may ask disciplinary or security personnel to help maintain order at a meeting.
Article 28
The Rules shall take effect after been passed by the shareholders' meeting and the same procedure shall apply when they are revised.
Article 29
The Rules were duly established on February 20, 1998;
The 1st amendment was made on September 29, 1998;
The 2nd amendment was made on October 24, 2000;
The 3rd amendment was made on June 25, 2002;
The 4th amendment was made on June 9, 2006;
The 5th amendment was made on June 13, 2008;
The 6th amendment was made on June 15, 2011;
The 7th amendment was made on June 15, 2012.
CENTRAL REINSURANCE CORPORATION THE DIRECTORS ELECTION RULES
Article 1
Unless otherwise provided in the laws and the Articles of Incorporation of Central Reinsurance Corporation (hereinafter referred to as "the Company"), the directors of the Company shall be elected in accordance with the Rules specified herein.
Article 2
The directors of the Company shall be elected at the shareholders' meeting from competent persons.
Where a government agency or a juristic person acts as a shareholder of the Company, it may be elected as a director of the Company provided that it shall designate a natural person as its proxy to exercise, on its behalf, the duties of a shareholder.
Article 3
The term and required number of the directors shall be subject to the Articles of Incorporation of the Company.
The election of the directors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Law. The shareholders shall elect the directors from the list of candidates announced by the Company. The related matters shall be processed according to the relevant regulations.
Independent and non-independent directors shall be elected at the same time and the votes shall be calculated separately with respective eligible numbers.
Article 4
The election of the directors shall be executed by adopting a disclosed cumulative voting method, and the candidates who obtain more votes than others from the election will be deemed elected in turn.
When the number of votes obtained by two or more candidates is the same causing an excess of the required number of the directors to be elected, the case shall be determined by drawing lots, and the Chairman of the shareholders' meeting shall draw the lots for any candidate who is involved in the case but fails to attend the meeting.
Article 5
A shareholder may appoint a proxy to attend a shareholders' meeting on his behalf for the election of directors. When a person who acts as the proxy for two or
more shareholders, the number of voting power represented by him shall not exceed 3% of the total number of issued shares of the Company, otherwise, the portion of excessive voting power shall not be counted.
Article 6
In the process of electing directors at a shareholders' meeting, each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates.
Article 7
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting.
Article 8
If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a government agency or a juristic person, the name of the government agency or the juristic person shall be entered in the column for the candidate's account name in the ballot paper; if a candidate is a proxy of a government agency of a juristic person, the name of the government agency or the juristic person and the proxy's name shall be entered in the column for the candidate's account name in the ballot paper.
Article 9
Before the election begins, the Chairman shall appoint two (2) ballot supervising personnel and several ballot counting personnel to perform the relevant duties.
The ballot supervising personnel must be a shareholder of the Company.
Article 10
The duties of ballot supervising personnel are as follows:
- 1.Maintenance of order and prevention of interference in the voting.
- 2.Monitoring and auditing the ballot counting.
- 3.Confirmation of the invalid ballot.
- 4.Signature on ballot counting related documents.
Article 11
A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies:
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- The ballot was not prepared by the board of directors of the Company;
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- Blurred writing that cannot be identified of the candidate's name;
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- The number of candidates filled in the ballot exceeding two (2) or more;
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- The ballot was erased or changed;
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- Other wordings or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number);
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- If the candidate whose name is entered in the ballot is a shareholder, and the candidate's account name and shareholder account number do not conform with those given in the shareholder register;
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- The candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match;
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- The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual;
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- The ballot was not dropped into the ballot box designated by the Chairman.
Article 12
The ballots shall be calculated on site immediately after the end of the voting, and the results of the calculation shall be announced by the Chairman at the meeting.
Article 13
The Company shall issue notifications to the directors elected.
Article 14
Any matter not provided for by the Rules shall be subject to the Company Law, the Articles of Incorporation of the Company and related regulations.
Article 15
The Rules and any revision thereof shall become effective after approval at the shareholders' meeting.
The History of "The Directors and Supervisors Election Rules"
The Rules were duly established on February 20, 1998;
The 1st amendment was made on September 29, 1998;
The 2nd amendment was made on October 24, 2000;
The 3rd amendment was made on June 25, 2002;
The 4th amendment was made on June 15, 2007;
The 5th amendment was made on June 13, 2013;
The 6th amendment was made on June 11, 2014, and the name was revised to "The Directors Election Rules".
CENTRAL REINSURANCE CORPORATION
Shareholdings of Directors
| Title | Name | Shares held |
||
|---|---|---|---|---|
| Chairman | Evergreen International Corp. Representative : Yang, Cheng-Tui |
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| Vice Chairman | Evergreen International Corp. Representative : Chang, Kuo-Cheng |
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| Director | Evergreen International Corp. Representative :Chang, Kuo-Ming |
207,419,251 | ||
| Director | Evergreen International Corp. Representative : Tai, Jiin-Chyuan |
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| Director | Ministry of Finance, R.O.C. Representative : Lee, Yi-Fen |
120,239,773 | ||
| Director | Ministry of Finance, R.O.C. Representative : Chen, Kuan-Pao |
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| Independent Director |
Yau, Sea-Wain | 0 | ||
| Independent Director |
Chou, Yu-Cheng | 0 | ||
| Independent Director |
Chow, Ker-Kaoo | 658 | ||
| Total | 327,659,682 |
Notes:
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- As of March 30, 2020, the book closure date for the Company's shareholders' meeting, the total number of shares already issued is 590,388,750 shares.
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- The minimum shareholding required to be held by all directors is 18,892,440 shares.