Board Structure and Operation
The board members of First Financial Holding are re-elected every 3 years through a "candidate nomination system". The qualifications of all candidates for directors and independent directors is reviewed by the board before they are elected from a list of candidates at the shareholders' meeting, thereby ensuring that the nomination and selection procedures of directors is open and transparent. A total of 13 Board meetings were convened in 2025, with an average attendance rate of 96.84% among all directors (reaching 100% including proxy attendance).
For 2025 attendance of board of directors meetings,
please refer to page 49 of the Company's Annual Report
To ensure that independent directors can exercise their duties objectively, the "Corporate Governance Best Practice Principles" of FFHC clearly stipulate that independent directors may not serve more than three consecutive terms, thereby preventing prolonged tenure from impairing their independence. All five incumbent independent directors comply with this requirement. Separate individuals, who are neither spouses or first-degree relatives, have been appointed as Chairman and President; furthermore, there are no instances of spouses or second-degree relatives between the directors. The independent directors meet the independence requirements prescribed by the competent authority, and none of them concurrently serve as directors or independent directors of more than three other companies. The Board of Directors therefore maintains its independence.
Diverse Board Members
The Company shall not exclude candidates nominated for directors based on race, nationality or gender. After analysis of the Company's development of operations in the future, a diversity policy must be implemented to address the Group's emerging risks. The Company's directors possess industry and professional knowledge in banking, insurance, securities and laws, accounting, finance, tax affairs, technology, risk management economic or Society. Generally speaking, directors are capable in operations, management, leadership, accounting, financial analysis, crisis management, and decision-making as well as possessing plenty of knowledge in global market perspectives, industries, and risk management.
The Company's 8th-term board of directors is composed of 10 directors and 5 independent directors. Currently, including the
Chairperson, there are a total of 7 female directors who make up 47% of all directors.
● - Implementation of the Diversity Policy for the Company's 8th-Term Board of Directors
＊1：The following criteria and standards have been adopted for the external independence compliance of directors. Directors cannot be executive directors and must meet at minimum 4 of the 9 following indicators; they must meet at least 2 of the first 3 criteria
・The director must not have been employed by the company in an executive capacity within the last year.
・The director or his/her family member did not accept any compensation from the Company or any of its subsidiaries exceeding US$60,000 in the last year, unless otherwise permitted by the US SEC 4200 clause.
・The Director's family members have not been employed by the Company or any of its subsidiaries as a senior executive.
・The Director is not a consultant of the Company or the management team and has no conflict of interest with consultants of the Company.
・The Director has no conflict of interest in the Company's main customers or suppliers.
・The Director has not entered into any service contract with other companies or their executives.
・The Director has no conflict of interest in non-profit organizations whose main sources of revenue are donations from the Company.
・The director must not have been a partner or employee of the company's outside auditor during the past year.
・The Director has no conflict of interest with the independent operations of the Board of Directors.
Please refer to the Company's website for information regarding
compliance with external independence requirements.
＊2：Classification is based on the Global Industry Classification Standard (GICS Level 1 industry).
＊3：The number of directors less than the age of 50 is 7%, those 50-60 years of age is 33%, and those over the age of 60 is 60%; the average tenure is 5.6 years.
＊4：Please refer to pages 21 to 29 of the Company's Annual Report for detailed information on the Company's Directors and their independence determined in accordance with the standards of domestic regulations
Evaluation of Board Performance
In order to implement corporate governance and to improve the operational effectiveness of the Board of Directors, the Company's "Board of Directors Performance Evaluation Guidelines" stipulate that the Board of Directors should conduct internal performance evaluation annually. Additionally, evaluation shall be conducted by an external, professional, independent institution or a panel of external experts and scholars at least once every three years.
Internal performance evaluation results:
In 2025, the average score for the Board of Directors and individual director performance evaluation indicators was 4.93, with the overall result rated as "Excellent." The average score of the performance evaluation measurement indicators for functional committees was 4.99 (the average scores for the Audit Committee, Remuneration Committee, and Sustainable Development Committee were 5, 4.98, and 4.98, respectively), and the evaluation result was "excellent". On January 26, 2026, the evaluation results were submitted to the 20th meeting of the 8th Board of Directors for future reference.
Utilization of board performance evaluation results:
In accordance with the "Regulations for Evaluating the Performance of the Board of Directors", the Company's board performance evaluation results should serve as basis of reference for selecting or nominating directors; individual directors' performance evaluation results shall also be used as basis of reference for formulating individual remuneration.
The Company's board performance evaluation results from
2016 to 2025 have been disclosed on the company website.
Training for Directors
To improve directors' professional competence and to optimize their decision-making capabilities, the Company arranged a total of 151 hours of advanced core courses and professional courses for directors in 2025, per the Company's curriculum plan for directors' advanced studies.
For advanced studies of all of the Company's directors
in 2025, please refer to the company website.
Based on the "Global Economic Crime Survey 2024" published in June 2024 by the professional consulting organization PricewaterhouseCoopers (PwC), the Company continued to adopt "cybercrime" as the 2025 board training theme. Accordingly, two training programs were conducted: "Trends and Applications of Personal Data Protection under Digital Finance Development" and "Trends in Personal Data Protection, Anti-Money Laundering, and Fraud Risk Management." A total of 44 and 53 directors and supervisors from the Group participated in the respective training sessions.
Functional Committees
To achieve sound supervisory functionality and to strengthen the management function, the Company's Board of Directors has progressively established functional committees made up of independent directors, including the "Remuneration Committee," "Audit Committee," and "Sustainable Development Committee" since 2011. Each committee exercises its authority in accordance with its charter, in an effort to strengthen the Board's oversight of financial supervision, remuneration systems, sustainable development, and ethical management.
＊：On June 26, 2025, the Company's Board of Directors approved amendments to the organizational charter, incorporating the responsibilities of the former Sustainable Development Committee into the Ethical Management Committee, which was subsequently renamed the "Sustainable Development Committee"
For advanced studies of all of the Company's directors
in 2025, please refer to the company website.
● - Remuneration Policy of Directors (Including Independent Directors) at First Financial Holding
● - President Remuneration Standards and Approval Procedures at First Financial Holding
＊1：Formulation and revision of the payment levels of senior executives' (including those of the President) pay, bonuses and remunerations shall be proposed by the Remuneration Committee to the Board of Directors for review and approval.
＊2：In 2025, the President's compensation (the Company's top salaried individual annually) was 3.21 times that of the average employee compensation (excluding the President; applicable hereinafter), and 3.7 times that of the median employee compensation. The rate of the President's compensation increase was 0.34 times that of the median employee compensation in terms of percentage points.
＊3：All members of the Remuneration Committee are independent directors. Please refer to the Company's website for information regarding their independence.
