20200521133300210687199 En.Pdf
Total Page:16
File Type:pdf, Size:1020Kb
CTBC Financial Holding Co., Ltd. Moody's Investors Service Hong Kong Limited Address: 27 & 29F., No. 168, Jingmao 2nd Rd., Nangang Address: 24/F, One Pacific Place, 88 Queensway, Admiralty, Dist., Taipei City 115, Taiwan (R.O.C.) Hong Kong Tel: +886-2-3327-7777 Tel: +852-3758-1300 Website: http://www.ctbcholding.com Website: http://www.moodys.com Spokesman CTBC Bank Co., Ltd. Name: Daniel Wu* / Ya-Ling Chiu (Acting Spokesman) Address: No. 166, 168, 170, 186, 188, Jingmao 2nd Rd., Position: President / Executive Vice President Nangang Dist., Taipei City 115, Taiwan (R.O.C.) Tel: +886-2-3327-7777 Tel: +886-2-3327-7777 Email: [email protected] / Website: http://www.ctbcbank.com [email protected] *Mr. Wu's role as Spokesman is being filled by Acting Taiwan Life Insurance Co., Ltd. Spokesman Ya-Ling Chiu between Dec. 7, 2017 and June 6, Address: 8F., No. 188, Jingmao 2nd Rd., Nangang Dist., 2018. Taipei City 115, Taiwan (R.O.C.) Tel: +886-2-8170-9888 Acting Spokesman Website: http://www.taiwanlife.com Name: Ya-Ling Chiu Position: Executive Vice President CTBC Securities Co., Ltd. Tel: +886-2-3327-7777 Address: 3F., No. 168, Jingmao 2nd Rd., Nangang Dist., Email: [email protected] Taipei City 115, Taiwan (R.O.C.) Tel: +886-2-6639-2000 Acting Spokesman Website: http://www.ctbcsec.com Name: Roger Kao Position: Senior Executive Vice President CTBC Venture Capital Co., Ltd. Tel: +886-2-3327-7777 Address: 21F., No. 168, Jingmao 2nd Rd., Nangang Dist., Email: [email protected] Taipei City 115, Taiwan (R.O.C.) Tel: +886-2-3327-7777 Stock Transfer Agency Website: http://www.ctbcholding.com/investment.html Agency: Corporate Trust Operation and Service Department, CTBC Bank Co., Ltd. CTBC Asset Management Co., Ltd. Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., Address: 19F., No. 168, Jingmao 2nd Rd., Nangang Dist., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Taipei City 115, Taiwan (R.O.C.) Tel: +886-2-6636-5566 Tel: +886-2-3327-7777 Website: http://www.ctbcbank.com Website: http://www.ctbcholding.com/manage.html Certified Public Accountants CTBC Investments Co., Ltd. Jeff Chen, Lin Wu Address: 12F., No. 188, Jingmao 2nd Rd., Nangang Dist., Business Office: KPMG Certified Public Accountants Taipei City 115, Taiwan (R.O.C.) Address: 68F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Tel: +866-2-2652-6688 Taipei City 110, Taiwan (R.O.C.) Website: http://www.ctbcinvestments.com Tel: +886-2-8101-6666 Website: http://www.kpmg.com.tw CTBC Security Co., Ltd. Address: 5F., No. 188, Jingmao 2nd Rd., Nangang Dist., Credit Rating Institutions Taipei City 115, Taiwan (R.O.C.) Taiwan Ratings Corp. Tel: +886-2-2653-0355 Website: http://www.ctbcholding.com/safe.html Address: 49F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.) Taiwan Lottery Corporation Tel: +886-2-8722-5800 Address: 15F., No. 188, Jingmao 2nd Rd., Nangang Dist., Website: http://www.taiwanratings.com.tw Taipei City 115, Taiwan (R.O.C.) S&P Global Ratings Tel: +886-2-8170-5228 Website: http://www.taiwanlottery.com.tw Address: Unit 1, Level 69., International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong Tel: +852-2532-8003 Website: http://www.standardandpoors.com Fitch Australia Pty Ltd., Taiwan Branch Address: Suite 1306, 13F., No. 205, Tun Hwa N. Rd., Taipei City 105, Taiwan (R.O.C.) Tel: +886-2-8175-7600 Website: https://www.fitchratings.com/site/taiwan CONTENTS I. Letter to Shareholders 2 II. Company Profile 8 III. Corporate Governance Report 18 1. Organization 18 2. Directors, Supervisors and Management Team 20 3. Corporate Governance Implementation 28 4. Others 33 5. CPA Information 49 IV. Capital Overview 51 1. Capital and Shares 51 2. Bonds, Preferred Shares, Global Depository Receipts, Employee Stock Options, and New Restricted Employee Shares 57 3. Capital Utilization Plan Implementation 63 V. Operational Highlights 64 1. Business Activities 64 2. Human Resources 68 3. Social Responsibility 71 VI. Financial Information 76 1. Audit Committee Report 76 2. Independent Auditor Report 77 3. Consolidated Balance Sheets 80 4. Consolidated Statements of Comprehensive Income 82 5. Consolidated Statements of Changes in Stockholders' Equity 84 6. Consolidated Statements of Cash Flows 86 VII. Review and Analysis of Financial Conditions, Financial Performance, and Risk Management 89 VIII. Special Disclosure 92 1 I. Letter to Shareholders Dear shareholders: 2017 was a turbulent year punctuated by a rising tide of protectionism in the United States as well as that country's withdrawal from the Trans-Pacific Partnership, along with uncertainty resulting from key elections in major EU countries. However, the overall effect of these geopolitical developments on the global economy was less severe than feared, with its recovery continuing at a steady pace. This extended to Taiwan, where the economy has been gradually picking up in tandem with the global economy. However, although the world economy is emerging from the gloom, the challenges faced by financial holding companies remain. In a market characterized by excess liquidity, the industry has continued to engage in fierce price competition, making operations difficult for industry players. Despite this environment, CTBC Financial Holding Co., Ltd., with its solid customer base and dynamic group-wide synergies, has advanced steadily and outperformed its internal budget. For 2017, CTBC Holding generated after-tax profit totaling NT$37.2 billion— a near-record high. In fact, when excluding the one-off profit in 2014 with the purchase of The Tokyo Star Bank, last year's result is the highest in the Company's history. This achievement testifies to the effectiveness of the holding company's integration of resources in achieving synergy among the subsidiaries. Going forward, CTBC Holding will continue to expand our corporate borders, building up an international network to provide international financial services. At the same time, as we collaborate for mutual gains in line with our management principles, we will maximize the advantages of being a holding company. We will continue to uphold our "We are family" brand spirit, to strengthen our corporate governance and corporate social responsibility per our corporate mission to "Protect and Build," and to demonstrate our brand values of "Caring, Professional, and Trustworthy" as we aim to become a leading brand with the best governance, and the most trusted financial institution by customers and shareholders. 1. Business Plans and Results (1) Expanding Globally, Launching From Asia Pacific CTBC Holding is based in Taiwan as it actively targets expansion in overseas markets, achieving significant gains this fiscal year. Last September, Taiwan's Financial Supervisory Commission approved CTBC Bank Co., Ltd.'s request to open a branch in Shenzhen, China. Looking forward, the branch, which will deepen our reach into the Pearl River Delta Economic Zone and leverage the region's key industry chain, will be linked to our other branches in Taiwan, Hong Kong, and elsewhere overseas to build a full-range cross-border financial platform that offers a comprehensive array of financial products and services, including trade financing and international insurance and finance. Looking at the Southeast Asia market, we have been working in line with the Taiwan government's "New Southbound Policy" to identify strategic investments, share investments, as well as M&A that target specific customer bases, networks, and complementary services. Furthermore, in July last year, CTBC Bank successfully completed its bid for an equity investment in Thailand's LH Financial Group, obtaining a 35.6% stake as well as seats on the company's board. In the future, we will continue strengthening our network and expanding our financial service offerings across Southeast Asia. Meanwhile, Tokyo Star Bank has expanded its 2 3 Letter to Shareholders business scope by investing in private equity funds. As of Dec. 31, 2017, it had invested in 12 private equity funds, including ones covering leasing, manufacturing, retail sales, and IT. The investment amount totaled 5.1 billion yen, with a strong investment return of 83%. (2) Reinforcing Corporate Governance, Accumulating Brand Value In response to the growing emphasis of government authorities on corporate governance, CTBC has set up a strong corporate governance mechanism. It is one to which we are making constant improvements, such as by increasing the personnel dedicated to ensuring sound corporate governance. In addition, the Company is the first financial institution in Taiwan to have independent directors fill more than half of the seats on its board. This ensures that when the Board reviews major proposals, it does so in a manner that is characterized by transparency, independence, and that prioritizes CTBC's customers, employees, and shareholders as well as the public. As part of our efforts to combat money laundering, CTBC has established a special unit tasked with preventing money laundering and terrorism financing, instilling the culture of anti-money-laundering along with combating terrorism financing, promoting anti-money-laundering education initiatives, implementing money- laundering preventative controls, and fighting terror operations. We have also bolstered the supervision of our overseas branches. These efforts are focused on burnishing the credibility of our group's brand and maximizing the benefits of its equity. (3) Integrating Group Resources, Creating Synergy CTBC Holding completed its acquisition of Taiwan Life on Jan. 1, 2016. By comprehensively integrating CTBC's resources and utilizing its existing channels, CTCB Holding steered the insurer to rapid growth. In 2017, Taiwan Life recorded annual profit of NT$10.2 billion, marking the first time in its 70-year history it has surpassed the 10-billion-dollar milestone and a clear demonstration of the Company's ability to deliver results. Looking ahead, CTBC Holding will continue improving its sales operation model.