臺灣郵政股份有限公司

Transcription

1 Contents 目錄

2 95 年度臺灣郵政年報 2006 Annual Report of Taiwan Post 發言人 : 蘇天富職稱 : 副總經理電話 :(02) 轉 2903 電子郵箱 :eyes@mail.post.gov.tw Spokesman: Su Tian-fuh Vice President, Taiwan Post TEL: (02) ext eyes@mail.post.gov.tw 代理發言人 : 胡雪雲職稱 : 副總經理電話 :(02) 轉 2070 電子郵箱 :eyes@mail.post.gov.tw Acting spokesman: Hu Sheue-yun Vice President, Taiwan Post TEL: (02) ext eyes@mail.post.gov.tw 總公司地址 :0603 臺北市金山南路 2 段 55 號電話 :(02) 網址 : 各等郵局及支局地址及電話 : ( 請參閱第 58 頁, 附錄五 ) Headquarters: No.55, Sec.2, Jinshan South Road, Taipei 0603, Taiwan, ROC Tel: (02) Website: Branches: (see page58, Appendices V) 最近年度財務報告簽證會計師 : 高渭川事務所名稱 : 安侯建業會計師事務所地址 :049 臺北市信義路 5 段 7 號 68 樓 ( 台北 0 大樓 ) 電話 :(02) 網址 : Certified Public Accountant for Financial Statements: W.C. Kao CPA Firm: KPMG Certified Public Accountants Address: 68F., No.7, Sec.5, Sinyi Road, Taipei 049, Taiwan, ROC (Taipei 0) TEL: (02) Website:

3 Contents 目錄 壹 前言 貳 營業報告書 參 公司簡介 (I) Preface (II) Business Report (III) Company Profile 4 肆 公司治理報告 (IV) Corporate Governance Report 一 組織系統二 董事 監察人 總經理 副總經理 各部門及分支機構主管資料三 公司治理運作情形 I. Organization II. Information about Directors, Supervisors, President, Vice Presidents and Managers III. Governance and Operations (I)Board meetings ( 一 ) 董事會運作情形 (II) Governance and operation of the ( 二 ) 公司治理運作情形及其 company as well as its divergence from 與上市上櫃公司治理實 Corporate Governance Best-Practice 務守則差異情形及原因 Principles for TSEC/GTSM Listed ( 三 ) 揭露公司治理守則及相 Companies and reasons 關規章之查詢方式 (III) Disclosure of corporate governance ( 四 ) 揭露其他足以增進對公 best-practice principles and how to 司治理運作情形瞭解之重要資訊 locate relevant regulations ( 五 ) 內部控制制度執行狀況 ( 六 ) 違法受處罰及主要缺失與改善情形 ( 七 ) 董事會之重要決議 ( 八 ) 董事或監察人對董事會 (IV) Disclosure of important information about the governance and operations of the company (V) Implementation of internal control system 通過重要決議有不同意 (VI) Law violations resulting in punishment, 見且有紀錄或書面聲明 misconduct, and improvement 者 ( 九 ) 與財務報告有關人士辭 (VII) Major board resolutions 職解任情形 (VIII) Directors or supervisors who were on record or had submitted written declaration for holding a different opinion of major resolutions passed by the board of directors (IX) Resignation of person related to the company's financial reports

4 Contents 目錄 52 伍 募資情形一 資本及股份二 金融債券發行情形三 特別股發行情形四 海外存託憑證發行情形五 員工認股權憑證辦理情形六 併購或受讓其他金融機構七 資金運用計畫執行情形 (V) Fundraising Overview I. Capital and shares II. Financial Debentures III. Preferred Shares IV. Issuance of Overseas Depository Receipts V. Certificate of Stock Options for Employees VI. Acquisitions or Disposition of Outside Financial Institutions VII. Plan for Capital Investment and Utilization 55 陸 營運概況 (VI) Status of Operations 一 業務內容二 從業員工資料三 勞資關係四 資訊設備五 重要契約 I. Scope of Business II. Employee Information III. Labor/Management Relations IV. IT Equipment V. Major Contracts 86 柒 財務概況 (VII) Financial Statement 一 財務摘要二 最近 年度簡明資產負債表及損益表三 最近 年度財務分析四 最近年度財務報告之監察人查核報告五 最近年度財務報表 I.Financial Highlights II. Condensed Balance Sheets and Income Statements for the Past Three Years III. Financial Analysis for the Past Three years IV. Supervisors' Audit Report V. Financial Statements for Most Recent Fiscal Year 4

5 30 捌 財務狀況及經營結果之檢 (VIII) Financial Status, Operating 討分析與風險管理事項 Results and Risk Management 一 財務狀況二 經營結果三 現金流量四 最近年度重大資本支出對財務業務之影響五 最近年度轉投資情形六 風險管理事項七 其他重要事項 I. Financial Status II. Operating Results III. Cash Flows IV. Effects of Major Capital Expenditures in the Most Recent Fiscal Year on Financial Operations V. Policy for Reinvestment in the Most Recent Fiscal Year VI. Risk Management VII. Other Important Items 4 玖 特別記載事項 一 關係企業相關資料二 私募有價證券辦理情形三 子公司持有或處分本公司股票情形四 其他必要補充說明事項 (IX) Special Records I. Information on Affiliated Companies II. Private Acquisitions of Securities III. Possession or Disposition of Taiwan Post Stock by Subsidiaries IV. Others 42 拾 附錄 一 國際快捷郵件通達國家 ( 地區 ) 二 95 年度發行郵票一覽表三 9 5 年度發行信封 明信片 郵資票及其他票品一覽表四 95 年度郵票目錄五 郵局一覽表六 自助郵局一覽表七 週六提供服務郵局一覽表八 週日提供服務郵局一覽表 (X) Appendices I. EMS Destinations II. Postage Stamps Issued in 006 III. Postal Stationeries Issued in 006 IV. Postage Stamp Catalog 006 V. Directory of Post Offices VI. Directory of Self-Service Post Offices VII. Directory of Post Office Branches Open on Saturdays VIII. Directory of Post Office Branches Open on Sundays 5

6 壹壹. 前言 I.Preface 壹 前言 I. Preface Acting Chairperson Ho Nuan-hsuan 第一 以客為尊, 落實服務理念 : Taiwan Post has a history of 9 years altogether, and it has been four years since it was corporatized. Responding to rapid change both within the company itself and in the outside environment, Taiwan Post has continually striven to improve the health of its operations; make good use of information technology; provide quality multifaceted services; respond to the needs of the market quickly; expand its market niches; raise the efficiency of how it uses capital; march toward multifaceted operations; increase efficiency by integrating its postal, saving and life insurance operations where possible; integrate its cash, logistics, information, and business flows; and actively raise its management efficiency and profitability. Here are a few future directions and goals aimed at creating sustainable postal operations that I would like to share with everyone: I.Customer-Oriented Service: With its current resources and manpower, the 6

7 I.Preface 壹. 前言 壹 第二 開辦新種業務, 增進經營績效 : 97 第三 強化經營體質, 提升事業競爭力 : company shall resolutely implement its internal controls, internal audits and risk management. It will also protect the public's assets by taking stronger measures to combat scams, money laundering and dummy accounts. It will strengthen its image as a good neighbor by improving its facilities and thereby crafting a considerate postal environment that offers comprehensive, quality, convenient, fast, and secure services. Instead of just passively answering customers' requests, the company shall take a more active role in meeting their needs, thus making the postal service's value and indispensableness more strongly felt. Strengthening customer relations at all times, it will treat its customers as royalty, as well as offering reliable, amiable, efficient, and innovative services, so as to increase customer loyalty and trust. II. Launch of New Services to Raise Operational Performance: Facing free market competition and preparing for the ending of its tax-exempt status in 2008, the company has submitted revisions to the Postal Remittances and Savings Act and Simple Life Insurance Act with the intent of actively striving to open up new lines of business. The company shall encourage its employees to keep an eye on business trends; offer innovative postal, banking and life insurance products; research and develop competitive strategies and programs; strengthen planning and marketing; raise its market share; and create added value, thereby raising income. III. Strengthening Corporate Health and Competitiveness: The company shall continue to review its current corporate structure in order to further downsize. It will actively expand its investment channels, manage its investment portfolio with flexibility, and increase domestic and foreign investment to achieve its financial goals. It will broaden sources of income, reduce expenditures, and promote performance management. In step with corporate trends, it will encourage workforce flexibility to make full use of its human resources. It will emphasize personnel development, strengthen diversity training, raise professionalism, and both promote talent from within the company and bring in new blood to give the company new vigor. The high regard with which all quarters of society have always held the ROC postal service is due to the collective efforts of the entire postal workforce. Apart from offering my gratitude, I hold the expectation that all postal workers will take it as their responsibility to do their best to shine on the firm foundation built by our forerunners. May we continue to pursue excellence and innovation, and together build a higher quality corporate culture and reach new heights in the sustainable development of the postal service! 96 6 Acting Chairperson, Taiwan Post Co., Ltd. June,

8 貳貳 營業報告書 II.Business Report 貳 營業報告書 II. Business Report President Wu Min-yu was a good year for Taiwan's economic performance in spite of the rising price of crude oil, commodity price fluctuations and rising interest rates. What's more, in its various business lines Taiwan Post faced ever-fiercer competition from private delivery/ logistics, banking and insurance companies. Yet with the hard work of its staff at all levels, the company excelled and surpassed its goals. Furthermore, various surveys showed that the public was very satisfied with the postal service. The following is a business report for fiscal year 2006 (January to December 3, 2006) and a business plan for fiscal year 2007: 8

9 II.Business Report 貳 營業報告書 貳 一 95 年度營業績效 ( 一 ) 業務營運. 26 6, ,790, , , ,38 3 5, ,9 4, ,452 8, , ( 二 ) 資金運用 ,040., ,444 4,869 9, , ,764 5., , I. Business Report for 2006 (I) Results of the Businesses Operated. Correspondence posted: 2,662,932 thousand pieces were handled, a decrease of 5.8% from the 2,808,376 thousand pieces of the previous year. 2. Parcels posted: 7,900 thousand pieces were handled, an increase of 3.5% over the 5,770 thousand pieces of the previous year. 3. Speedpost posted: 5,674 thousand pieces were handled, a decrease of 3.95% from the 5,908 thousand pieces of the previous year. 4. Philatelic revenue: Philatelic sales reached NT$534,492 thousand, an increase of 0.54% over the NT$483,528 thousand of the previous year. 5. Averaged daily balance of Postal Savings: It stood at NT$3,93.8 billion, an increase of 9.89% over the NT$3,578. billion of the previous year. 6. Amount of Money Orders issued: The money remitted totaled NT$,49. billion, an increase of 6.% over the NT$,405.3 billion of the previous year. 7. Averaged monthly sum insured of simple life insurance business: It reached NT$845.2 billion, an increase of.57% over the NT$832.2 billion of the previous year. 8. Amount of Agential Business: It stood at NT$97.6 billion, a decrease of 4.55% over the NT$02.2 billion of the previous year. (II) Use of Postal Capital Postal capital is employed in accordance with Article 8 of the Postal Remittances and Savings Act and Article 27 of the Simple Life Insurance Act. At the end of December 2006, total postal capital (including savings, remittances and life insurance capital) stood at NT$4,504 billion. This was divided among the following:. The revolving fund (including savings in current accounts, reserves against deposits in the Central Bank of the ROC and the revolving funds of its branch offices): NT$57. billion. 2. Certificate deposits (including time deposits): NT$2,444.4 billion (NT$,486.9 billion in the Central Bank of the ROC and NT$957.5 billion in other banks). 3. Bonds (including government bonds, corporate bonds and financial bonds): NT$786.7 billion. 4. Call loans of other banks and short-term bills and notes: NT$576.4 billion. 5. Stocks and mutual funds (including money invested by investment management companies on behalf of the post office): NT$54.4 billion. 6. Overseas investments: NT$352.3 billion. 7. Mortgage loans on CDs, insurance policies and real estate: NT$30.9 billion. 9

10 貳貳 營業報告書 II.Business Report ( 三 ) 財務收支及獲利能力分析 95 ( )3,93 7,873( ) 3,777 7, ( 四 ) 研究發展 二 96 年度營業計畫概要 ( 一 ) 營業政策 Financial asset securities: NT$700 million. 9. Real estate investments: NT$. billion. (III) Financial Status and Profitability Analysis In FY 2006, total revenue (including operating revenue and non-operating revenue) stood at NT$39, million and total expenditures (including operating costs, operating expenses and non-operating expenses) totaled NT$377, million. Profit before tax was NT$3,60.36 million, which represented 6.22% of the target. The figures for the ROA (return on assets) after tax, ROE (return on equity) after tax and net profit margin for the year were 0.3%, 3.49% and 3.50% respectively. (IV) Research and Development In 2006, the company commissioned experts and academic institutes to conduct studies on the following five topics:. E-Billing 2. Sales channel strategies for postal life insurance products 3. Feasibility of investing in the property insurance business 4. Customer satisfaction survey for Future directions after the loss of the company's tax exempt status I I Business Plan Outline (I) Business Policy. Regarding the execution of government policy: () Review the company's situation and reorganize in accordance with the government's reform policy. (2) In accordance with the Three Links policy, take steps to realize direct mail and remittance services. (3) In accordance with the government's financial policies, actively expand its banking business. (4) In accordance with the government's financial and economic policies, effectively make use of postal capital. 2. Regarding operations and management: () Promote performance management, broaden sources of income and reduce expenditures, fight for more flexibility in its operations and business scope, and strengthen its corporate health. (2) Strengthen professional training, appropriately revise its organization and the size of staff, lower human-resource costs, and raise employee productivity. (3) Provide customer-oriented and innovative services, take advantage of multiple sales channels, and raise customer satisfaction. 0

11 II.Business Report 貳 營業報告書 貳 ( 二 ) 營運目標.3 5,9 2., , , ,055 (4) Simplify mail categories, improve mail collection and delivery procedures, and raise mail delivery efficiency and service quality. (5) Continue to promote logistics business, build a service platform, and expand the scope of services. (6) Make use of its information systems, promote strategic alliances, and strengthen online and counter services. (7) Improve investment performance, real estate performance, and overall efficiency of financial resources. (8) Strengthen internal controls and audits to promote the healthy development of the company and maintain financial stability. (9) In accordance with the government's policies regarding energy savings and environmental protection measures, participate in various community service activities and fulfill corporate social responsibilities. 3. Regarding supply and demand: () Construct and renovate postal facilities, and purchase equipment with an eye toward automation and raising service efficiency. (2) Expand and upgrade IT equipment, strengthen Internet security, and develop electronic services. (II) Major Business Targets for 007. Correspondence posted: 3,52 million pieces. 2. Parcels posted: 7 million pieces. 3. Speedposts posted: 7.47 million pieces. 4. Philatelic revenue: NT$333 million. 5. Average daily balance of postal savings: NT$3,789.6 billion. 6. Amount of money orders issued: NT$,305.5 billion. 7. Average insured monthly sum of simple life insurance: NT$802,79 million. 8. Amount of agential business: NT$07,238 million. 7. 8,02 7,900 8.,072 3,800 President, Taiwan Post Co., Ltd. June,

12 貳 參 公司簡介 III.Company Profile 參 公司簡介 III.Company Profile 一 沿革 臺灣地區郵政業務源於劉銘傳任臺灣巡撫時 在888年2月2日發布告示 臺灣郵政條款十六 條 並設立臺灣郵政總局 於3月22日正式開辦 郵政業務 895年甲午戰後 日本統治臺灣 施行郵便條 例 郵便法 郵政業務由野戰郵便局逐步轉移至交 通局辦理 現代郵政創辦於896年3月20日 初期係海關 兼辦 9年郵政脫離海關 成立郵政總局 930 年郵政儲金匯業總局成立 935年郵政法公布 郵 政儲金匯業總局隸屬於郵政總局 同時開辦簡易人 壽保險業務 946年台灣郵電管理局成立 949年 郵政總局自大陸遷臺 成立台灣郵政管理局 980 年臺灣郵政管理局因業務發展需要 改制為臺灣 北 中 南三區郵政管理局 由於受社會快速變遷 資訊科技日新月異 以 及經濟自由化 國際化等因素的影響 郵政總局為 因應民營遞送業搶奪都會區郵件 以及金融 壽險 業者激烈的市場競爭 並突破郵政經營限制 爰配 合政府確定國營及郵儲壽三業合營等政策原則下 於2002年7月完成郵政法修正 並於2003年月日 改制成立由交通部持有00%股權之國營 中華郵 政股份有限公司 改制前郵政總局之資產 負債 由本公司概括承受 其所營業務亦由本公司延續經 營 2007年2月9日本公司再配合政府政策 改名為 臺灣郵政股份有限公司 其各項權利 義務及 業務經營均不受任何影響 2 I. History On February 2, 888, Taiwan Governor Liu Mingchuan announced the Taiwan Postal Act, which contained sixteen articles and established the Taiwan Directorate General of Posts on March 22 of the same year. In 895, after the Sino-Japanese War, the Japanese government, which had taken over rule of Taiwan, enforced the Postal Regulations and Postal Act. The postal services were slowly transferred from the field post offices to the Department of Transportation. Modern postal service in China was formally established on March 20, 896 by the Customs House. In 9, the postal service severed its relationship with the Customs House and became the Directorate General of Posts. In 930, the Directorate General of Postal Remittances and Savings Banks was established. In 935, when the Postal Act was proclaimed, banks came under the jurisdiction of the Directorate General of Posts. Simple life insurance plans were offered the same year. In 949 the directorate moved from the Mainland to Taiwan, and the Taiwan Postal Administration TPA was established. In 980, responding to the needs of its business development, the TPA was split into the northern, central and southern regional head offices. With rapid social change and development of information technology and in light of the trends toward economic liberalization and globalization, the loss of urban market share to private delivery service operators, and the fierce competition faced in its banking and life insurance businesses, the Directorate General of Posts so as to overcome its operational limitations, and to conform with government policies that it remain staterun corporations and that its postal, banking and life insurance operations remain together revised the Postal Act in July On January, 2003, the Directorate General of Posts was corporatized to become Chunghwa Post, which was 00% owned by the MOTC. The assets and liabilities as well as the businesses of the Directorate General of Posts were transferred to the new entity. On February 9, 2007, in accordance with government policy, Chunghwa Post changed its name to Taiwan Post Co., Ltd. All prior rights, obligations and business operations were not affected by this name change.

13 III.Company Profile 參 公司簡介 貳 二 願景 三 與原有顧客的法律關係 四 制度 ( 一 ) 採 董事長 責任制 : ( 二 ) 人事制度採 雙軌制 : ( 三 ) 實施 責任中心制度 : II. Vision Providing excellent postal services, earning the trust of the people, embracing globalization, operating sustainably III. Its Legal Relationship with its Current Customers To protect customers' rights, all business and obligations of the Directorate General of Posts and its subordinate organizations will be assumed by the new company after it completes its company registration. In other words, the corporatization will not affect current customers, and all the receipts, saving passbooks, deposit slips, insurance policies, etc. will continue to be valid. IV. System (I) Board Chairperson Responsibility System: The chairperson of the board shall take full responsibility for company operations. The president of the company shall be nominated by the chairperson and then appointed by the board. The president shall serve as one of the directors. (II) Dual Personnel System: The act establishing the company stipulates that, after corporatization, the directorate's personnel regulations still apply to its incumbent employees, but new employees shall be covered by the new personnel system and will not enjoy civil servant status. With a flexible salary and bonus system to reward good performance, the company will be able to hire personnel according to its business needs. Employees' promotions, positions, salaries, benefits, and performance evaluations shall all be based on their actual working performance. In this way, employees' attitude toward their work should improve and the postal service will be transformed. (III) Responsibility Center System: A number of larger branches have been designated as administrative and supervisory post offices. The staff of these branches are independent and complete management teams, responsible for executing the company's policies. Taiwan Post shall review and revise its performance evaluation measures in order to accurately reflect the performance of each branch office by employing a diverse array of evaluation methods and reasonable standards. The company is also considering giving more weight to responsibility performance in allotting performance bonuses, thereby linking its responsibility center system with its performance bonuses and thus maximizing incentives. 3

14 貳 肆 公司治理報告 IV.Corporate Governance Report 肆 公司治理報告 IV.Corporate Governance Report 一 組織系統 二 董事 監察人 總經理 副總經理 各部門及分支機構主管資料 三 公司治理運作情形 ( 一 ) 董事會運作情形 ( 二 ) 公司治理運作情形及其與上市上櫃公司治理實務守則差異情形及原因 ( 三 ) 揭露公司治理守則及相關規章之查詢方式 ( 四 ) 揭露其他足以增進對公司治理運作情形瞭解之重要資訊 ( 五 ) 內部控制制度執行狀況 ( 六 ) 違法受處罰及主要缺失與改善情形 ( 七 ) 董事會之重要決議 ( 八 ) 董事或監察人對董事會通過重要決議有不同意見且有紀錄或書面聲明者 ( 九 ) 與財務報告有關人士辭職解任情形 I. Organization II. Information about Directors, Supervisors, President, Vice Presidents and Managers III. Governance and Operations (I)Board meetings (II) Governance and operation of the company as well as its divergence from Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies and reasons (III) Disclosure of corporate governance bestpractice principles and how to locate relevant regulations (IV) Disclosure of important information about the governance and operations of the company (V) Implementation of internal control system (VI) Law violations resulting in punishment, misconduct, and improvement (VII) Major board resolutions (VIII) Directors or supervisors who were on record or had submitted written declaration for holding a different opinion of major resolutions passed by the board of directors (IX) Resignation of person related to the company's financial reports 4

15 IV.Corporate Governance Report 肆 公司治理報告 貳 一 組織系統 ( 一 ) 組織結構 I. Organization (I) Organization The organizational structure of Taiwan Post includes the following: () The board of directors. The board is composed of to 5 directors. According to law and the company's own Articles of Incorporation, this is the company's decision-making body. In addition, there is a board secretariat responsible for all administrative affairs of the board. (2) Three supervisors. According to law and the company's own Articles of Incorporation, the supervisors are charged with supervising the company's financial and business operations. (3) A president. According to law and the company's own Articles of Incorporation, the president is responsible for carrying out board decisions, overseeing corporate operations, as well as supervising all staff and departments of the company. The president shall be assisted by four vice presidents and one chief secretary. In addition, there is an office of the president, headed by a director. (4) An auditor general (elected by the board of directors) and an auditing department directly under the board. The auditor general and the auditing department are responsible for conducting audits of the company and making regular reports to the board and corporate supervisors. (5) A Strategic Planning Committee. The committee shall have a chairman, who can also be company president. The committee shall include one fulltime and four part-time vice chairmen as well as several committee members. (6) T h e c o m p a n y h a s 3 d e p a r t m e n t s : t h e Department of Mail Business, the Department of Mail Operations, the Department of Philately, the Department of Savings and Remittances, the Department of Life Insurance, the Department of Property Operations, the Department of Capital Operations, the Department of Maintenance, the Department of Personnel, the Department of Civil Service Ethics, the Department of Accounting, the Department of Information Management, and the Department of Occupational Safety and Health/General Affairs. (7) There are 23 larger branches designated as administrative and supervisory post offices, each administering a group of smaller branches. (8) Five mail processing centers. These centers utilize high performance automated systems to process mail, as well as integrating mailing procedures, transport networks and collection routes. 5

16 貳 肆 公司治理報告 IV.Corporate Governance Report ( 二 ) 組織系統圖 Organization Chart 6

17 IV.Corporate Governance Report 肆 公司治理報告 貳 ( 三 ) 機構設置與調整 : 郵政機構設置比較表 Comparative Chart of Postal Establishments (III) Postal Establishments and Changes in Their Numbers: Currently, the postal establishments include administrative facilities as well as post offices and contracted agencies. The postal establishments and changes they have undergone in the last two years are shown in the following chart. 單位 : 處 Unit: Office Types of Postal Establishments Administration Establishments Post Offices Contracted Agency Headquarters Post Offices Total Mail Processing Centers 5 5 Branch Offices,35, Temporary Post Offices 7 7 Total,327, Agencies, Stamp Sales Agencies 3,805 3, Total 5,069 3, Grand total 6,420 5, (27) Notes: In 2006, one postal facility was merged into another Name: Taipei Rensin Post Office (Taipei Branch 27) Date: May 30, 2006 Merged into: Taipei Chiang Kai-shek Memorial Hall Branch ( 四 ) 主要部門所營業務 (IV) The Operations of Major Departments * Department of Auditing: Providing guidance and performing audits on mail, banking and life insurance operations; and performing audits on the credit analysis of the life insurance business's real estate mortgage loans, etc. * Strategic Planning Committee: Reviewing the company's major business and investment plans as well as devising the company's reorganization policies, etc. * Office of the President: P l a n n i n g, i m p l e m e n t i n g a n d a s s e s s i n g t h e delegation of authority and duties; drafting, revising or eliminating postal regulations and reviewing any dubious interpretations; reviewing manuscripts; and 7

18 貳 肆 公司治理報告 IV.Corporate Governance Report communicating with elected officials, etc. * Department of Mail Business: Planning and promoting mail business plans and marketing strategies; setting and adjusting postal rates; establishing, closing and changing the status of postal facilities, etc. * Department of Mail Operations: Planning and supervising the collection, dispatch, transport and delivery of mails; ensuring the safety of mail operations, etc. * Department of Philately: Developing, planning, promoting and assessing the philately business; developing, designing, manufacturing and selling philately products, etc. * Department of Savings and Remittances: Drafting operational policy and goals; handling collection, safekeeping and review for its agential business; dealing with investigations of judicial and tax collection agencies, etc. * Department of Life Insurance: Drafting and overseeing the development plans and operational goals of the company's simple life insurance business; as well as planning, supervising and evaluating its real estate mortgage loan business, etc. * Department of Property Operations: Reviewing, assessing and planning for investment in development projects, joint development projects, and postal properties utilization; as well as managing postal properties, etc. * Department of Capital Operations: Managing postal capital; managing foreign exchange and overseas investments; trading and managing derivatives, domestic stocks, beneficiary certificates, and so forth. * Department of Maintenance: Planning, supervising and evaluating machinery and automobile maintenance; adopting, researching and developing automated mail processing systems, etc. * Department of Personnel: Planning, executing and evaluating human resources; drafting and revising regulations governing personnel; managing affairs regarding staff, including examinations, selection, assignment, appointment, discharge, promotion, relocation, upgrading of rank, retirement, pension and severance, etc. * Department of Civil Service Ethics: Uncovering and fighting staff corruption and handling tips given by informants; overseeing procurement; protecting official confidential information; preventing sabotage and vandalism, etc. * Department of Accounting: Analyzing, preparing and auditing the budget and the final account; analyzing, preparing and reporting capital utilization; managing asset accounts and calculating depreciation, amortization and reevaluation; preparing and filing corporate tax and enterprise income tax; 8

19 IV.Corporate Governance Report 肆 公司治理報告 貳 announcing financial information, etc. * Department of Information Management: Researching, analyzing and selecting new IT systems, network, software and hardware equipment; drafting and implementing office automation; drafting information security strategies, and so forth. * Department of Occupational Safety and Health: Conducting investigations into accidents and occupational injuries; managing staff health issues; handling related paperwork; managing bookkeeping and safekeeping of securities and account books; providing office building security; procuring materials, providing warehousing, receiving orders and supplies; procuring services, etc. 二 董事 監察人 總經理 副總經理 各部門及分支機構主管資料 II. I n f o r m a t i o n a b o u t D i r e c t o r s, S u p e r v i s o r s, P r e s i d e n t, V i c e Presidents and Managers ( 一 ) 董事及監察人資料 96 年 5 月 0 日 Title Information about Directors and Supervisors May 30, 2007 Name Education Prime Experience ( ) Date Elected Other current position(s) Director of the Board N.H.Ho PhD from Chunghwa University Director General of Taiwan Area National Freeway Bureau Director General of the Bureau of Taiwan High Speed Rail Managing Director of Taiwan Railway Administration /03/07 Vice Minister, Ministry of Transportation & Communications Director of the Board, Yang Ming Group Chairperson, Taiwan Post Director of the Board M.Y. Wu Law, NTU Vice President, Chunghwa Post (CHP) //06 President, Taiwan Post Supervisor, Mega Holdings 9

20 貳 肆 公司治理報告 IV.Corporate Governance Report Director of the Board T.F. Su Law, NTU Director, Chunghwa Post (CHP) /25/06 Vice President, Taiwan Post Director of the Board K.H. Ding Masters in Public Finance, Chengchi University Chairman, Securities and Futures Commission, Ministry of Finance //06 Chairman, Securities & Futures Institute Director of the Board, Financial Information Service Co., Ltd. Director of the Board K.L. Chang Masters in City & Regional Planning, University of Pennsylvania Deputy Director, Council for Economic Planning and Development //06 Director, Council for Economic Planning and Development Director of the Board, China Engineering Consultants, Inc. Director of the Board P.Y. Chang PhD in Economics, National Taiwan University Associate Professor, Department of Economics, Fujen University //06 Assistant Director General, Central Bank of the Republic of China (Taiwan) Director of the Board S.C. Huang Department of Accounting & Statistics, Tamkang University Special Commissioner, DGBAS, Executive Yuan //06 Deputy Director-general, Department of Statistics, MOTC Director of the Board W.H Chen PhD in Management Science, State University of New York at Buffalo Chairperson of Department and Graduate Institute of Business Administration, NTU /25/06 Professor in Department and Graduate Institute of Business Administration, NTU Director of the Board C.H. Fu Doctoral studies in Economics, University of Texas at Austin Deputy Executive Secretary, Taxation and Tariff Committee, Ministry of Finance //06 Counselor, Ministry of Finance Supervisor, China Development Financial Holding Corporation 20

21 IV.Corporate Governance Report 肆 公司治理報告 貳 Director of the Board M.H. Hsieh Masters, Institute of Shipping & Transportation Management, Taiwan Ocean University Deputy Director, Department of Transportation, Taiwan Provincial Government //06 Director-General, Kaohsiung Harbor Bureau Director of the Board, CSBC Corp.,Taiwan Director of the Board D.H. Hsiao Masters, Institute of Management Science, Chiaotung University Director, Information Management Office, Keelung Harbor Bureau //06 Director-General, Keelung Harbor Bureau Director of the Board Y.C. Shen Department of Public Admin., Chunghsing University Manager, Taipei Dingjhou Post Office //06 Manager, Taipei Hanjhong St. Post Office Director of the Board H.C. Lu Kaohsiung Institute of Technology Former Deputy Secretarygeneral, Postal Workers' Union //06 Vice Chairman, Chunghwa Post Workers'Union Director of the Board K.M. Cheng Air Force Institute of Technology Former Chairman, Chunghwa Postal Union //06 Director, CPWU Taipei Branch Clerk, Taipei Post Office Supervisor C.H. Lu MBA, Concordia University Wisconsin Director of Accounting, Ministry of Examination //06 2 Vice Director-general, Second Dept., DGBAS, Executive Yuan Supervisor, Taiwan High Speed Rail Supervisor S.F. Lin Department of International Trade, Fengchia University Section Chief, DGBAS, Executive Yuan //06 Special Commissioner, Dept. of Accounting, MOTC Supervisor C.T. Huang Masters, Institute of Public Administration Chengchi University Deputy Director, 3rd Dept. Executive Yuan //06 Director, 3rd Dept. Executive Yuan 2

22 貳 肆 公司治理報告 IV.Corporate Governance Report 95 ~ Jan., 2006~Dec. 3, 2006 Title Name Education Prime Experience Date Resigned Board of Directors Note Director of the Board J.S. Hsu MBA from Chinese Culture University Chairperson, CHP /0/ Completed term on Chunghwa Post's first board of directors 8/6/ Appointed to a second term of board on May 26, 2006; submitted resignation on August 6, 2006 Director of the Board C.H. Chen Department of Law, National Taiwan University Vice President, CHP /6/ Appointed to the second board of directors of Chunghwa Post on May, Retired from post on July 6, 2006 Director of the Board S.S. Wu PhD of Finance, Insurance and Real Estate, Florida State University Chariman, Department of Management Science, Chiaotung University /0/06 Completed term on Chunghwa Post's first board of directors Director of the Board J.S. Liu /0/06 Completed term on Chunghwa Post's first board of directors Director of the Board M.H. Lan Shihhsin University Former Vice Secretary- General, CPWU /0/06 Completed term on Chunghwa Post's first board of directors 22

23 IV.Corporate Governance Report 肆 公司治理報告 貳 監察人 Supervisor 楊明祥 M.S. Yang /0/06 擔任本公司第 屆監察人任期屆滿 Completed term on Chunghwa Post s first Supervisor Director of the Board C.C. Lai Masters in Public Finance, Chengchi University Deputy Secretary- General, Executive Yuan /03/ Was appointed to board at a full meeting of Chunghwa Post's second Board of Directors on May, Submitted resignation on March 2, Principal Corporate Shareholder May 6, 2007 Corporate Shareholder Name Ministry of Transportation and Communications Principal Corporate Shareholder Since Taiwan Post is a 00% state-owned enterprise, this is not applicable Information about Directors and Supervisors Apr. 30, 2007 Name N.H.Ho M.Y. Wu T.F. Su K.H. Ding W.H.Chen K.L. Chang P.Y. Chang Qualification 5 years experience in the field of business, law, finance, or banking V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V Notes 23

24 貳 肆 公司治理報告 IV.Corporate Governance Report S.C. Huang C.H. Fu M.H. Hsieh D.H. Hsia H.C. Lu Y.C. Shen K.M. Cheng S.F. Lin C.T. Huang C.H. Lu V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V Note:. Neither an employee of the company, nor a director, supervisor, or employee of an affiliated enterprise. 2. Neither, directly or indirectly, owns more than % of Taiwan Post's outstanding shares, nor a top-ten individual shareholder. 3. Neither the spouse nor an immediate relative of a person specified in Notes () and (2). 4. Neither a director, supervisor, or employee of a legal person shareholder who, directly or indirectly, owns more than 5% of Taiwan Post's outstanding shares, nor a director, supervisor, or employee of a legal person shareholder who is a top-five shareholder of Taiwan Post. 5. Neither a director, supervisor, or manager of a company or institution doing business or having a financial relationship with the company, nor a shareholder holding 5% or more of the company's outstanding shares. 6. Neither a professional nor an owner, partner, board director, supervisor, manager, or a spouse of any of the above-mentioned of a company or institution that had provided financial, business, or legal services to the company in the most recent fiscal year. 24

25 IV.Corporate Governance May 0, 2007 Report 肆 公司治理報告 貳 Lai Ching-chyi, Former Chairperson (Finished his term in office on March 3, 2007) Chen Chi-hsiung, Former Vice President(Finished his term in office on July 6, 2006, from March 6 to May 0, 2006, he took the seat of Acting Chairperson and President.) Su Tian-fuh, Vice President Hu Sheue-yun, Vice President Huang Shu-chien, Vice President Yen Yung-an, Vice President Yeh Shun-min, Auditor General Chou Wu-hsiung, Chief Secretary 25

26 貳 肆 公司治理報告 IV.Corporate Governance Report ( 二 ) 總經理 副總經理 各部門及分支機構主管資料 96 年 5 月 0 日 Title President, vice presidents, and senior management Name Education Prime Experience Date Elected May 0, 007 Other Current Position(s) President M.Y. Wu Law, NTU Vice President, CHP //06 Member of the Committee for Planning and Promoting the Utilization of Long- Term Funding of Council for Economic Planning & Development Member of the Anticorruption Newsletter, MOTC Vice President T.F. Su Law, NTU Director, Mail Business Dept., CHP /3/03 Vice President S.Y. Hu MBA, Oregon State University Auditor General, CHP /5/05 Standing Supervisor, Cathay United Bank Member of the Sexual Equality Task Force, MOTC Vice President S.C. Huang Architecture, Chengkung University Chief Secretary, CHP /7/06 Director, Chunghwa Express Vice President Y.A. Yen Masters, Chengchi University Director, Capital Operations Dept., CHP /7/06 Auditor General S.M. Yeh Law, NTU Vice President, CHP /5/05 Chief Secretary W.H. Chou Law, Soochow University Director, Savings & Remittances Dept., CHP /7/06 26

27 IV.Corporate Governance Report 肆 公司治理報告 貳 Director, Philatelic Dept. Director, Mail Business Dept. Director, Mail Operation Dept. Director, Savings & Remittances Dept. Director, Life Insurance Dept. D.H. Su J. M. Chang C.D. Lu R. Y. Chou J.C. Chen Public Administration, Chunghsing University Law, Chengchi University Law, NTU Political Science, NTU Law, Chengchi University Director, Occupational Safety and Health Dept., CHP Member of the Strategic Planning Com.(SPC) Manager, Taichung Branch Assistant Manager, Taipei Branch Manager, Changhwa Branch /03/ /9/ /8/ /7/ /6/05 Director, Chunghwa Express Director, Property Operations Dept. Y.C. Huang Master of Civil Engineering, Thailand Asian Institute of Technology Former Director of Maintenance, DGP /0/03 Director, Capital Operations R. S. Chen Masters in Finance, NTU Senior Executive, CHP /22/06 Staff member of the Committee for Planning and Promoting the Utilization of Long-Term Funding of Council for Economic Planning & Development 27

28 貳 肆 公司治理報告 IV.Corporate Governance Report Director, Maintenance Dept. H.N. Wang, Director, Occupational Safety and Health Dept., CHP Director, Personnel Dept. Y.T. Yen Law, NTU Former Director of Personnel, DGP /0/03 Director, Ethics Dept. C.C. Chang Law, NTU Manager, Keelung Branch /27/05 Director, Accounting Dept. I.H. Wu Commerce, NTU Senior Executive & Deputy Director, Accounting Dept., CHP /07/04 Supervisor, Chunghwa Express Director, Information Management Dept. P.Y. Lu Business Admin., Fengchia University Senior Executive & Acting Director, Mail Operation Dept., CHP /0/04 Member of the Banking Automation Committee, the Bankers Association of the ROC Director, Occupational Safety and Health Dept. H.N. Wang Law, Chunghsing University Director, Mail Business Dept., CHP /9/06 Manager, Taipei Branch S.D. Chen Masters in Management Science, Chiaotung University Director, Information Management Dept., CHP /9/04 Director of the Board, Chunghwa Express Manager, Taichung Branch S.C. Chen Economics, NTU Assistant Manager, Taichung Branch /8/04 28

29 IV.Corporate Governance Report 肆 公司治理報告 貳 Manager, Kaohsiung Branch C.C. Su Public Administration, Chunghsing University Assistant Manager, Taipei Branch /05/04 Manager, Panchiao Branch M.S. Chen Labor Relations, Chinese Culture University Manager, Taoyuan Branch /6/04 Manager, Sanchung Branch M.Y. Shen Public Administration, Chengchi Univ. Assistant Manager, Panchiao Branch /6/05 Manager, Chungli Branch C.H. Tseng Economics, Fujen University Deputy Director, CHP /6/04 Manager, Taoyuan Branch C. Wang Commerce, NTU Deputy Director, CHP /0/05 Manager, Keelung Braneh S.C. Tsai Masters in Politics, NTU Assistant Manager, Taipei Branch /27/05 Manager, Changhua Branch M.L. Hung Law, NTU Secretary, CHP /5/05 Manager, Fengyuan Branch C.C. Yao German, Fujen University Assistant Manager, Changhua Branch /27/03 Manager, Hsinchu Branch Y.C. Meng Transportation & Communication Management, Chengkung University Section Chief, Taichung Branch /3/03 29

30 貳 肆 公司治理報告 IV.Corporate Governance Report Manager, Chiayi Branch Manager, Tainan Branch Manager, Fengshan Branch Manager, Ilan Branch S.O. Huang Y.C. Chiu C.Y. Lin C.H. Ho Masters in Management, Chengkung University English, Kaohsiung Normal Institute. Law, Chinese Culture University Insurance, Tamkang University Manager, Hsingying Branch Manager, Taitung Branch Manager, Hsingying Branch 25 Manager, Ilan Branch /24/ /6/ /6/ /6/05 Manager, Miaoli Branch Y.J. Chu International Trade, Fengchia Univ. 47 Manager, 47th Branch, Hsinchu PO /7/03 Manager, Nantou Branch Manager, Yunlin Branch Manager, Hsinying Branch C.C. Ho C.C. Chang K.H. Yang Open Junior College Horticulture, Chiayi Agriculture College Political Science, NTU Business Admin. Sec. Chief, Taichung Branch Section Chief, Taichung Branch Director, Tainan MPC /5/ /09/ /6/ Note: Former manager Y.S. Huang resigned on 0/6/2007 Manager, Pintung Branch Y.L. Chen Chinese, Kaohsiung Normal Institute Deputy Director, Kaohsiung Mail Processing Center /5/04 30

31 IV.Corporate Governance Report 肆 公司治理報告 貳 Manager, Hualien Branch C.H. Ku International Trade, Open Junior College Auditor, CHP /5/05 Manager, Taitung Branch Manager, Penghu Branch Director, Taipei Mail Processing Center Director, Taoyuan MPC Director, Taichung MPC Director, Tainan MPC Director, Kaohsiung MPC K.H. Shen L.S. Tu S.S. Chen C.K. Wu C.T. Yen Y.C. Chiu C.K. Chen Business Administration, Chengkung University Open Junior College Law, NTU English, Tamgkang University Public Administration, Open Junior College Urban Affairs, Chinese Culture University Auditor, CHP Section Chief, Fengshan Branch Auditor, CHP Section Chief, Taipei Branch Manager, Taitung Branch Section Chief, Kaohsiung Branch /5/ /5/ /24/ /6/ /6/ /2/03 3

32 貳 肆 公司治理報告 IV.Corporate Governance Report ( 三 ) 最近年度支付董事 監察人 總經理及副總經理之報酬 (III) The remuneration of the members of the board, supervisors, president and vice presidents in the last fiscal year The Remuneration of the Members of the Board Jan., 2006 Dec. 3, 2006 Title Name Salary Bonus Part-time Job Pay Distribution of Net Earnings Percent of Net Earnings Others Chairperson Chairperson Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board Director of the Board J.S. Hsu 2 C.C. Lai 2 S.C.Huang 2 M.Y. Wu 2 T.F. Su 2 C.H. Chen 3 J.S. Hsu K.H. Ding 4 S.S. Wu 4 J.S. Liu W.H.Chen K.L. Chang P.Y. Chang S.C. Huang C.H. Fu M.H. Hsieh D.H. Hsia 2 Y.C. Shen 2 K.M. Cheng 2 M.H. Lan 454, , ,278,04 6, , , , , , , , , , , , ,

33 IV.Corporate Governance Report 肆 公司治理報告 貳 Director of the Board 2 H.C. Lu () 00% Note Chairperson J. S. Hsu finished his term in office on March 6, During his term in 2006, he received only a monthly salary and no honorarium. Note 2 Chairperson C.C. Lai and board directors S.C. Huang, C. H. Chen, M.Y. Wu, T.F. Su, Y.C. Shen, K.M. Cheng, and M.H. Lan received only monthly salaries and no honorariums. S.C. Huang finished his term in office on March 6, 2006; C. H. Chen finished his term in office on July 6, 2006; M.H. Lan finished his term in office on May 0, Note 3 J.S. Hsu became a board director on May 26, 2006 and finished his term on August 6, Note 4 S.S. Wu finished his term in office on May 0, 2006; C.C. Liu finished his term in office on May 0, Note 5 As a 00% state-owned enterprise, there is no distribution of earnings, employee bonuses, and stock options. 2. 監察人之報酬 95 年 月 日至 95 年 2 月 3 日 The Remuneration of Supervisors Jan., 2006 Dec. 3, 2006 職稱 Title 監察人 Supervisor 監察人 Supervisor 監察人 Supervisor 監察人 Supervisor 姓名 Name 林信夫 S.F. Lin 黃志聰 C.T.Huang 楊明祥 M.S.Yang 呂秋香 C.H. Lu 兼職費 Parttime Job Pay 盈餘分配之監察人酬勞 Remuneration from Distribution of Net Earnings 前二項總額 Total 總額占稅後純益之比例 (%) Percentage of Net Earnings 96, , , , , , , ,49 0 其他報酬 Other Remunerations Note : M.H. Yang finished his term in office on May 0, The Remuneration of President and Vice Presidents Jan., 2006 Dec. 3, 2006 職稱 Title 總經理 President 總經理 President 姓名 Name 黃水成 ( 註 ) S.C. Huang 吳民佑 ( 註 2) M.Y.Wu 薪資 Salary 獎金 Bonus 前二項總額 Total 總額占稅後純益之比例 (%) Percentage of Net Earning 其他報酬 Others 396, ,25,04,063 33,698,809, ,76 2,686,238 85,706 33

34 貳 肆 公司治理報告 IV.Corporate Governance Report 副總經理 Vice Preident 副總經理 Vice Preident 副總經理 Vice Preident 副總經理 Vice Preident 副總經理 Vice Preident 陳吉雄 ( 註 3) C.H. Chen 蘇天富 T. F. Su 胡雪雲 H.Y. Hu 黃書健 S.C. Huang 閻永安 Y.A. Yen 837, ,584,7,543 6,084,56,572 60,653 2,72,225 42,244,553,72 60,653 2,63,825 33,458,554,780 60,653 2,65,433 34,400,50, ,796 2,090,332 32, () 00% Note : President S.C. Huang finished his term in office on March 6, Note 2: M.Y. Wu took over office on May, Note 3: C. H. Chen finished his term in office on July 6, Note 4: As a 00% government-owned enterprise, there is no distribution of earnings, employee bonuses, and stock options. 三 公司治理運作情形 ( 一 ) 董事會運作情形 95 0 III. Governance and Operations (I) Board Meetings Attendance of Board Meetings (0 total) for 2006 Title ( ) Name ( ) Attendance in Person Attendance by Proxy (%) /( 2) Actual Attendance Rate Notes Chairperson Director of the Board Director of the Board J. S. Hsu S.C. Huang C. H. Chen Relinquished his chairperson duties on March 6, Became a board director on May 26, 2006; resigned on August 6, Retired from post on March 6, Retired from post on July 6,

35 IV.Corporate Governance Report 肆 公司治理報告 貳 Director of the Board Director of the Board Director of the Board Chairperson Director of the Board S.S. Wu J.S. Liu M.H. Lan C. C. Lai M.Y. Wu Finished his term of office on May 0, Finished his term of office on May 0, Finished his term of office on May 0, Became the second chairperson on May, Took office on May, 2006 Director of the Board T. F. Su Took office on August 25, 2006 Director of the Board K. H. Ding Director of the Board W.H. Chen Took office on August 25, 2006 Director of the Board K.L. Chang Director of the Board P.Y. Chang Director of the Board S.C. Huang Director of the Board C.H. Fu

36 貳 肆 公司治理報告 IV.Corporate Governance Report Director of the Board M.H. Hsieh Director of the Board D.H. Hsiao 9 90 Director of the Board Y.C. Shen Director of the Board K.M. Cheng Director of the Board H.C. Lu Took office on May, 2006 Supervisor S.F. Lin Supervisor C.T. Huang Supervisor M.H. Yang 2 2 leaves Finished his term of office on May 0, 2006 Supervisor C.H. Lu leaves Took office on June 23, Others: I. Any matter listed in Article 4-3 of Securities and Exchange Act as well as any recorded board resolution for which an independent director has a dissenting opinion or qualified opinion should be noted in the minutes, detailing its date, term, issue, all opinions of the independent director(s) and how the company handles it. II. In the event that a director has to avoid voting on a resolution because of a conflict of interest, the name of the director, the content of the resolution, reasons and the result of the vote should be noted. III. Goals (such as setting up an audit committee and raising information transparency) of the board for the year and the closest fiscal year as well as evaluation of its work. 36