Sustainability

About Governance

 

Chunghwa Telecom (CHT) has implemented a solid corporate governance system including the "Chunghwa Telecom Corporate Governance Standards" in accordance to the "Corporate Governance Best-Practice Principles for Taiwan Stock Exchange Corporation/ GreTai Securities Market Listed Companies" to ensure best practices. In order to improve and perfect the management of corporate social responsibility, we adopted the "Corporate Social Responsibility Best-Practice Principles for Chunghwa Telecom Co., Ltd." on the 7th session of the 8th Board of Directors on August 8, 2017 and will continue to follow this code in the future to ensure all the implementation and actions of sustainability.

In an effort to be the most reliable entity, CHT has consistently appointed experts from the various fields to be independent directors of the Company.  These independent directors are expected to further enhance CHT’s existing corporate governance practices, including risk management and ethical practices on behalf of the public.  CHT maintains political-neutral policies and will not use any of its resources, including financial, manpower, and facilities for any political agenda.

 Board Independence

                                                                                                             Last update:2018/3/31

 

 

Have work experience in the area described below with at least 5 years’ work experience

 

Independent terms(describe in remark)

Other mandates

(The number of independent directors who hold concurrent positions as "external directors" of other public offering companies)

An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.

A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.

Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.

1

2

3

4

5

6

7

8

9

10

Yu Cheng

-

-

-

-

-

-

3

Chi-Mau Sheih

-

-

-

-

-

-

0

Mu-Han Wang

-

-

-

-

-

0

Shin-Yi Chang

-

-

-

0

Yi-Bing Lin

-

-

-

-

0

Wei-Ming Chang

-

-

-

-

0

Yih-Yu Lei

-

-

-

-

0

Chin-Tsai Pan

-

-

-

-

-

-

0

Kuo-Long WU

-

-

0

Lo-Yu Yen

3

JenRan Chen

-

-

1

Yu-Fen Lin

-

1

 Remark:All directors and supervisors who meet the following terms during the two years before being elected or during the term of office can tick the box.

1. Not an employee of the Company or any of its affiliates.

2. Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.

3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs

5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company or that holds shares ranking in the top five in holdings.

6. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.

7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

8. Not any of the circumstances in the subparagraphs of Article 30 of the Company Act.

9. Not elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

10. No violation of the independent director qualification requirements set out in these Regulations.

The Experience and Skills of Board of Directors

For the practice of the board of directors diversified, and to the principle of employing only talent, the basic qualifications of Chunghwa Telecom's board of directors are not limited to gender, nationality and race. Candidates of directors shall have good literacy skills, industry experience and knowledge and other professional background, to achieve a sound board structure. 

 

 

Business and operation capability

Accounting and financial analysis capabilities

Management capabilities

Crisis management capability

Industry knowledge

International markets perspective

leadership

Decision-making capacity

Yu Cheng

Chi-Mau Sheih

Mu-Han Wang

Shin-Yi Chang

Yi-Bing Lin

Wei-Ming Chang

Yih-Yu Lei

Chin-Tsai Pan

-

Kuo-Long WU

Lo-Yu Yen

JenRan Chen

Yu-Fen Lin

 RemarkMeans having partial capabilities

Internal Audit

Internal audit is the core of a company's internal control systems and corporate governance.  In an effort to improve the quality of internal audit and to ensure that the internal auditing department is capable of obeying the rules governing internal audit practices and defined internal audit operational standards, we have formulated the sound internal audit regulations and rules as below: 

Internal audit charter of Chunghwa Telecom Co., Ltd.: clearly define to observe international standards for the professional practice of internal auditing while conducting audits, and specify the internal audit organization and duties, qualifying requirements for internal auditors, professional ethics and professionalism, etc.  

Internal audit implementation rules of Chunghwa Telecom Co., Ltd.: specify internal auditors’ normative duties and matters for attention while conducting audits, making internal auditing plans, executing internal auditing operation, disposing internal auditing results, etc. 

Internal audit operational manual of Chunghwa Telecom Co., Ltd.: including the detailed procedures and content of internal auditing operation, various application forms, and working methods, as the reference while auditors conducting their audits.  

Moreover, we have established “the management information system of internal audit”, which includes annual audit plan, auditing jobs assignment, auditing notification, the data to prepare, auditing inquiry form and inquiry form reply, audit working papers, audit reports, auditing follow-up form and follow-up form reply, auditing follow-up report, the implementation of annual audit plan, etc. The system also possesses a number of statistical analysis functions. 

We have an internal audit unit that reports directly to the board of directors. The audit unit conducts internal audits strictly in accordance with policies in the utmost objectivity. It assists the board of directors and managers by constantly reviewing the effectiveness of internal control systems and operating efficiency.

 

Download

1. Corporate Social Responsibility Best-Practice Principles for Chunghwa Telecom Co., Ltd.

Chunghwa Telecom (CHT) has implemented a solid corporate governance system including the "Chunghwa Telecom Corporate Governance Standards" in accordance to the "Corporate Governance Best-Practice Principles for Taiwan Stock Exchange Corporation/ GreTai Securities Market Listed Companies" to ensure best practices. In order to improve and perfect the management of corporate social responsibility, we adopted the "Corporate Social Responsibility Best-Practice Principles for Chunghwa Telecom Co., Ltd." on the 7th session of the 8th Board of Directors on August 8, 2017 and will continue to follow this code in the future to ensure all the implementation and actions of sustainability.

In an effort to be the most reliable entity, CHT has consistently appointed experts from the various fields to be independent directors of the Company.  These independent directors are expected to further enhance CHT’s existing corporate governance practices, including risk management and ethical practices on behalf of the public.  CHT maintains political-neutral policies and will not use any of its resources, including financial, manpower, and facilities for any political agenda.

 Board Independence

                                                                                                             Last update:2018/3/31

 

 

Have work experience in the area described below with at least 5 years’ work experience

 

Independent terms(describe in remark)

Other mandates

(The number of independent directors who hold concurrent positions as "external directors" of other public offering companies)

An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.

A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.

Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.

1

2

3

4

5

6

7

8

9

10

Yu Cheng

-

-

-

-

-

-

3

Chi-Mau Sheih

-

-

-

-

-

-

0

Mu-Han Wang

-

-

-

-

-

0

Shin-Yi Chang

-

-

-

0

Yi-Bing Lin

-

-

-

-

0

Wei-Ming Chang

-

-

-

-

0

Yih-Yu Lei

-

-

-

-

0

Chin-Tsai Pan

-

-

-

-

-

-

0

Kuo-Long WU

-

-

0

Lo-Yu Yen

3

JenRan Chen

-

-

1

Yu-Fen Lin

-

1

 Remark:All directors and supervisors who meet the following terms during the two years before being elected or during the term of office can tick the box.

1. Not an employee of the Company or any of its affiliates.

2. Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.

3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs

5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company or that holds shares ranking in the top five in holdings.

6. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.

7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

8. Not any of the circumstances in the subparagraphs of Article 30 of the Company Act.

9. Not elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

10. No violation of the independent director qualification requirements set out in these Regulations.

The Experience and Skills of Board of Directors

For the practice of the board of directors diversified, and to the principle of employing only talent, the basic qualifications of Chunghwa Telecom's board of directors are not limited to gender, nationality and race. Candidates of directors shall have good literacy skills, industry experience and knowledge and other professional background, to achieve a sound board structure. 

 

 

Business and operation capability

Accounting and financial analysis capabilities

Management capabilities

Crisis management capability

Industry knowledge

International markets perspective

leadership

Decision-making capacity

Yu Cheng

Chi-Mau Sheih

Mu-Han Wang

Shin-Yi Chang

Yi-Bing Lin

Wei-Ming Chang

Yih-Yu Lei

Chin-Tsai Pan

-

Kuo-Long WU

Lo-Yu Yen

JenRan Chen

Yu-Fen Lin

 RemarkMeans having partial capabilities

Internal Audit

Internal audit is the core of a company's internal control systems and corporate governance.  In an effort to improve the quality of internal audit and to ensure that the internal auditing department is capable of obeying the rules governing internal audit practices and defined internal audit operational standards, we have formulated the sound internal audit regulations and rules as below: 

Internal audit charter of Chunghwa Telecom Co., Ltd.: clearly define to observe international standards for the professional practice of internal auditing while conducting audits, and specify the internal audit organization and duties, qualifying requirements for internal auditors, professional ethics and professionalism, etc.  

Internal audit implementation rules of Chunghwa Telecom Co., Ltd.: specify internal auditors’ normative duties and matters for attention while conducting audits, making internal auditing plans, executing internal auditing operation, disposing internal auditing results, etc. 

Internal audit operational manual of Chunghwa Telecom Co., Ltd.: including the detailed procedures and content of internal auditing operation, various application forms, and working methods, as the reference while auditors conducting their audits.  

Moreover, we have established “the management information system of internal audit”, which includes annual audit plan, auditing jobs assignment, auditing notification, the data to prepare, auditing inquiry form and inquiry form reply, audit working papers, audit reports, auditing follow-up form and follow-up form reply, auditing follow-up report, the implementation of annual audit plan, etc. The system also possesses a number of statistical analysis functions. 

We have an internal audit unit that reports directly to the board of directors. The audit unit conducts internal audits strictly in accordance with policies in the utmost objectivity. It assists the board of directors and managers by constantly reviewing the effectiveness of internal control systems and operating efficiency.

 

Download

1. Corporate Social Responsibility Best-Practice Principles for Chunghwa Telecom Co., Ltd.