In response to the changing financial environment both internally and externally, the government endeavored to pass the Financial Holding Company Act, which is intended to provide an environment conducive to financial integrations. According to the Principal-Agent theory, agency problems tend to take place when misalignment occurs between an ultimate owner’s cash flow rights and voting power. It is of interest whether the financial holding company structure actually increases or decreases such misalignment. The shareholdings of the Hong family of SinoPac Holdings is the subject of this research, and the essence of the research is to examine the Hong family’s shareholding and their actual control based on the one-share-one-vote principle before and after the holding company structure. The findings conclude that the misalignment between the Hong family’s ownership and control in fact increases under the holding company structure, which is generally viewed as a negative sign of corporate governance. Notwithstanding, the Hong family has adopted some measures to strengthen corporate governance despite the widening misalignment.

我國財產保險業之簽單總保費收入為新台幣1,141.05億元，其中汽車保險之簽單保險費收入為新台幣573.34億元，佔我國財產保險業簽單總保費收入的50.25%，故汽車保險之簽單保險費收入於九十五年仍居財產保險市場各險種之冠。同時汽車保險業務量占全體產險業務量的比重，近十年來一直維持在45%～55%之間，由於汽車險業務量之消長與品質關係著保險公司經營的績效。而業務消長與品質良窳又跟行銷通路緊密相關。現今如能掌握住通路即能掌握業務，然而如何選擇良好通路及經營，對保險公司而言，是非常大的考驗與挑戰。 金融控股公司法於2001年六月二十七日經立法院三讀通過後，並於同年十一月一日起正式實施，自此台灣金融相關產業正式邁入戰國時代，大型金融控股公司紛紛成立。各金控業者藉由本身銀行、證券、產險及壽險等子公司在資源整合下，冀能發揮綜效，以達到較佳的經營糢式。 台灣汽車保險保費成長在經歷2005年達到近十年來的高峰後，2006年受到銀行雙卡壞帳緊縮消費金融的影響下，汽車經銷商新車銷售呈現大幅衰退，直接衝擊到汽車保險保費的收入與成長，因而導致2006年汽車保險保費首次呈現衰退。若高度依賴車商保代的業者，將受到同樣衰退命運，然而若業者能提前佈局多元化行銷通路，其受到衰退的影響就相對輕微，甚至部份業者的業績仍然能夠逆勢成長。有鑑於此，產險業者如何透過加入金控或開拓與壽險、銀行等合作，藉以提升業務成長，益顯重要。 本研究係以個案公司加入金控後銀行通路經營績效加以分析，確實發現產險公司若能充份發揮自身優勢與定位，爭取加入金控，藉由金控所屬子公司廣大的銷售人力及通路據點，對汽車險業務的經營績效有很大的綜效。 / Motor insurance business has played an important role in the Taiwan non-life insurance industry. The total written premium income for Motor insurance in 2006 amounted to NT$57.334 billion, which accounts for 50.25% of the overall premium income of non-life insurance industry in Taiwan. In the meantime, the business portfolio of Motor insurance to 　that of non-life insurance has been maintained at 45% - 55% over the past ten years. The quality of Motor business is significantly related to the business performance and is also closely linked to the marketing channels of the non-life insurance companies. As such, the selection of appropriate marketing channels, which is certainly a great challenge, will have predominant influence to the business performance of a non-life insurance company in Taiwan. Since the Financial Holding Company Law went into effect officially in November 2001, there are quite a number of mega financial holding companies were established afterwards. The aim of financial holding company is to integrate their respective resource among their banking sector, securities sector, non-life insurance sector, and life insurance sector, so as to achieve the synergy and to build up better business operation model as well. The premium growth for the motor insurance in 2005 has achieved the highest record nearly a decade. In 2006, the new car sales were serious impacted by the dual cards crisis (credit cards and cash cards). This certainly led to the motor premium income was first time ever reduced in the past five years. Non-life insurance companies will suffer the same of the recession as mentioned for their motor business if they highly rely on the marketing channel through the car dealers. However, the impact on the motor business could be mitigated for non-life insurance companies if they are able to explore new multi-marketing channels along with good results. The premium growth can be also anticipated for those non-life companies if they can make good use of these channels. In view of this, it will be very important for non-life insurance companies to achieve better performance by way of joining financial holding company as a subsidiary and establishing a strategic alliance with life insurance companies or banks from now on. This research is focusing on the case studies of the banking and financial holding maketing channels, for the Motor insurance business performance of the non-life insurance company. With the findings of this case study after detailed analysis, we come to conclusion that after joining the holding company, non-life insurance company can improve the business performance of synergy to a great extent for their motor insurance business by way of making full use of the sales force as well as point of sales among the subsidiaries of holding companies.

金融機構跨業經營已蔚為常態，金融機構利用不同的整併模式，積極進行跨業資源整合及業務推動。金融控股公司的設立加速跨業經營的腳步，如何利用強勢通路進行共同行銷以達成綜效，成為決勝的關鍵因素。人壽保險業務員通路利用關係行銷，掌握客戶需求，面對面進行顧客服務，滿足客戶一站購足的全方位商品服務，帶動金控集團業績，肩負舉足輕重的戰略地位。然而居高不下的壽險申訴率，引發我們對業務員進行共同行銷時是否也會發生不當行為風險的疑慮，並思考如何提前辨識及因應。 本研究嘗試以保險申訴類型與現行壽險業務員共同行銷模式進行模擬比對，以辨識風險來源，經歸納推導得知壽險業務員趨利避害思維模式及價值觀，若無適當管控，將會引發共同行銷不當行為的發生，並且將隨業務擴展逐漸浮現。為回應風險，本研究結合實務經驗，分別對相關不當行為態樣及有關單位提出風險管理建議(1)在壽險公司方面，可注意強化業務員跨業行銷專業及法令教育，嚴懲共同行銷的不當行為以敬效尤，並善用保險機制以分散風險；(2)在金控公司方面，則應建立跨業風險預判及預防機制，善用集團的資源管理風險，並進行子公司間效率運作經驗的複製及移植；(3)在主管機關方面，可思考調整產險業界業績計算方式，從制度面進行改變導正，另為配合跨業行銷爭議處理機構之設立規劃，可先從金控、公會組織逐級試行申訴運作模式，待未來正式設立時即可移轉經驗及制度，讓消費者保護沒有空檔。期能透過各方面的配合，讓共同行銷的運作能更為完善，以提升金控集團經營效率並充分保護消費者權益。 / Cross-selling seems to be a popular business model for most financial institutions. Various M&A are employed by financial institutions for the purpose of resources integration and business growth across different sectors. The establishment of financial holding companies has further accelerated the scope of business. It is very critical to leverage the advantage of strong channels to enhance synergy via cross-selling. Life insurance agents position themselves importantly for the performance of the holding company groups as they provide one-stop service, face to face interact, and satisfy the demand with their customers by leveraging the customer relationship. But the high customer complaint rations arose the concern with the appropriateness of cross-selling of the agents and the legacy risk, and encourage us to identify the related risk and figure out possible solutions. This research tries to simulate the genres of complaints and the patens of cross-selling of the agents for the purpose of identifying sources of risk. It is concluded that the agents should be well monitored and restrained because of their trade-off mind-sets and value. If not, mis-behaviors can happen along with the growth of business. In response to the related risk, this research based on operation experience leads to several suggestions according to the genres of mis-behaviors to the related entities. First, the life insurance companies should play attention to the enforcement of cross-selling skills and education of regulation of the agents, the punishment of mis-behaviors, and insurance mechanism to diversify related risks. Secondly, the holding companies should build the mechanism of identifying, measuring, and preventing the related risks, manage the risk by using group resources, and replicate the experience and know-how among the subsidiaries. Finally, the supervisory authority should consider the adjustment of performance measurement of the P&C insurance sector, try to guide the sector by change of rules, and try to set up the complaint process from the level of the holding companies and the business associations sequentially, first and then transfer these accumulated experiences and rules to the institution handling arguments about cross-selling after its official establishment in the future. Then the consumers can be well protected without any gap. It is expected that the cross-selling model can be run much better to enhance the operation efficiency of holding company groups and protection of consumers due to the cooperation of related entities.

Controlled foreign company ('CFC') legislation was introduced in phases to co-incide with South Africa?s move from a source based system to a residence based system. Initially with the introduction of the legislation it was directed at those foreign entities earning passive income. However, over the years the legislation has been amended to include active income of entities and additional aspects to the section have been inserted to provide clarity for taxpayers. An increase in cross border transactions and offshore investment has necessitated the need to introduce CFC legislation into the revenue codes of many countries, South Africa being one of them. In most revenue codes where CFC or similar legislation has been introduced it is one of the most complex areas in a country's revenue code (Sandler, 1998:23). This mini-dissertation aims to interpret section 9D and also aims to provide guidance on its application in practice with the help of practical examples and reference to relevant international case law. The end result of this research is a proposed interpretation note on section 9D which is attached as Appendix 1. / Thesis (M.Com. (Tax))--North-West University, Potchefstroom Campus, 2011.

Controlled foreign company ('CFC') legislation was introduced in phases to co-incide with South Africa?s move from a source based system to a residence based system. Initially with the introduction of the legislation it was directed at those foreign entities earning passive income. However, over the years the legislation has been amended to include active income of entities and additional aspects to the section have been inserted to provide clarity for taxpayers. An increase in cross border transactions and offshore investment has necessitated the need to introduce CFC legislation into the revenue codes of many countries, South Africa being one of them. In most revenue codes where CFC or similar legislation has been introduced it is one of the most complex areas in a country's revenue code (Sandler, 1998:23). This mini-dissertation aims to interpret section 9D and also aims to provide guidance on its application in practice with the help of practical examples and reference to relevant international case law. The end result of this research is a proposed interpretation note on section 9D which is attached as Appendix 1. / Thesis (M.Com. (Tax))--North-West University, Potchefstroom Campus, 2011.

近年來在金融整合的趨勢下，國內外金融業透過購併整合成為大型的金控集團，使得金融產業結構大為改變。在整合的架構下發展出新的金融商品及市場。由於金控公司將銀行與證券商、保險業結盟合併，金控子公司可以進行交叉銷售(cross selling)，使金融商品多元化，提供給客戶包含保險、股票、信用卡、基金、債券等金融商品，這些多元化的金融商品與服務，金控公司亦可藉著交叉銷售擴大市場占有率及降低經營成本，進而強化整體獲利。 本研究以國泰金控和富邦金控的壽險子公司轉型為研究案例，進行個案分析探討，以了解個案公司組織轉型的原因、組織調整方式及轉型後的成效。本研究利用近十年的統計資料進行分析，研究產業的變化及觀察個案公司的市佔率及業務狀況。研究結果發現:1.壽險公司轉型成為提供多元服務的金融控股公司2.壽險業業務人員轉型成為全方位理財服務人員3.金融業相互整合，行銷通路多元化4.科技及產業變化創造出新通路新市場5.企業成長往多角化發展並兼顧核心競爭能力

本文以1999年第4季至2011年第3季24家銀行的追蹤資料，分析銀行資本與金融控股體系對銀行放款管道的影響。全體樣本銀行的實證結果顯示，沒有顯著證據支持放款管道的存在。銀行淨值及調整成本對放款有顯著的影響，支持銀行資本管道存在。另外，銀行加入金融控股體系之後，調整成本的影響增加。 大型銀行樣本的實證結果顯示，大型銀行放款管道的作用不顯著；但是，銀行資本管道呈現顯著影響。小型銀行放款管道及資本管道皆沒有顯著證據支持兩者存在，但非存款負債對小型銀行放款的影響顯著。除此之外，小型銀行在金融控股體系下，短期投資及非存款負債對放款的影響顯著。由此結果可知，大小型銀行皆可藉由資產負債的調整來抵銷貨幣政策的衝擊，維持放款的成長。

The evolving nature of the Korean 'chaebol' - both a business group and the founding family who control the corporation - continues to intrigue scholars of corporate governance (Khanna and Yafeh, JEL 2007). In my thesis, I investigate these multi-generational controlling families to explain the chaebol's significance in the historical evolution of South Korea's political economy during the 20th century. My research first describes the origins of chaebol entrepreneurs and details their role in the growth of light industry before the the rise of state-led industrialisation during the social revolution of the 1960s in South Korea. I then consider the specific institutional features which appear to work against family control, even though they would ultimately support its proliferation: 1) progressive politics; 2) inheritance tax; and 3) ownership dispersion. Notably, my analysis of these distinctive institutions provides a clearer understanding of the contemporary behavior of the chaebols and their ability to maintain family control over many decades of growth. In order to better understand the role of controlling families, during the state-led industrialisation period (1961-1988), I analyse their corporate networks and their ability to wield political power. To do so, I employ an unconventional source of evidence: a database of marriages among chaebol families. This research is theoretically grounded in the contact capabilities hypothesis advanced by Amsden (1989) and Guillén (2001a, 2001b with Kock). My scholarly approach complements parallel research on human networks within the state. My findings have implications for: 1) the epochal nature of chaebol-political networks; and 2) the market reaction to such network events, thus demonstrating the economic significance of these informal networks. In my last chapter on the post-1998 era of financial liberalisation, I explore the evolution of the ownership structure within the business group as it relates to policy history. I do this through an analysis of The Holding Company Act of 1999, and show how the controlling families in South Korea found novel ways to use the Act to support their family ownership and corporate control in spite of the original intentions of the regulators. As I show, share buyback programmes, first popularized in Anglo-American financial markets, were crucial to the maintenance of chaebol. As it turns out, liberal policies, imported from the West, proved no more able to limit family capitalism in South Korea than domestic policy had been during the preceding state-led industrialisation era. Nonetheless, activist investor has a special role to play.

The subject of the Thesis titled “Mergers of Daughter Companies” is a suggestion of a method of merger of daughter companies of agricultural division of existing corporate group – AGROFERT HOLDING, a.s. The first part introduces the mother company and the daughter companies which were suggested for the mergers, and furthermore specifies other options of corporate transformations permitted by Commercial Code. The second part includes analysis of feasibility of mergers and possible options thereof. It also includes an explanation of legal rules on the chosen method of corporate transformation – an equity takeover. The last part contains a project of merger of daughter companies, including a timeline thereof, contract on equity takeover and related documents.

由於國內金融（包括銀行、保險、證券商等）家數過度膨脹，形成惡性競爭，導致金融服務品質低落，而且獲利式微，面對金融市場自由化與國際化之趨勢，政府為改革金融體制，引進金融控股公司制度，使金融機構跨業經營機制更具規模，滿足顧客得一次購足金融商品，促使金融機構朝大型化發展，發揮金融綜效與規模經濟，以提升國際競爭力。 本文主題「論金融控股公司保險子公司之經營策略與內部稽核」，理論與實務並行探討，先論述控股公司之相關法律問題、金融控股公司之立法例。其次以「五力分析術」探討保險子公司經營環境之優劣勢及風險，提出創新之經營策略，並實例引證美國花旗集團異業聯盟之成功經營策略。為確保投資大眾及保戶之權益，同步探討公司治理制度及內部稽核制度之重要性。 本文「結論」：評述政府金融政策之缺失，成立金融控股公司推動金融改革，保險子公司應強化競爭力。「建議」：金融控股公司及各子公司均應加強風險管理，政府並應建置金融監理制度。 關鍵字：保險子公司、金融改革、控股公司、金融控股公司、跨業經營、一次購足商品、金融綜效、規模經濟、五力分析術、異業聯盟、公司治理、內部稽核、風險管理、金融監理 / Due to the over-supply and severe competition among financial institutions (namely banks, insurance companies and security firms), the quality of finance service deteriorates and the profit margin of financial industries decreases. To cope with the global trend of liberalization and internationalization of financial services, the Government has undertaken the reform in the aspect of financial service system and enacted the “Financial Holding Company Act”. Under new current mechanism, a financial conglomerate can sell its products by means of cross selling. Not only it may benefit consumers with a “one-stop shopping”, but also may create a synergy in economies of scale to enhance financial institutions in global competition. The main theme of this thesis focuses on the managerial strategy and internal auditing in an insurance subsidiary under a financial holding company. It addresses in the first place the legal issues related to a holding company and a financial holding company. Then the author adopts five factors approach to analyze the business environment of an insurance subsidiary under a financial holding company. As a successful case for its' strategic alliance,the CitiGroup experience in the United States is also examined. In addition, to protect the interest of investors and policyholders, corporate governance and internal auditing issue is also explored. In the conclusion, it is observed that under the new era of financial conglomeration, an insurance subsidiary still needs to enhance its competition ability. It is suggested that the government should continue to reform the financial regulatory system and to require financial holding companies and their subsidiaries to implement a comprehensive risk management. Keywords: Insurance Subsidiary, Financial Reform, Holding Company, Financial Holding Company, Cross Selling, One-Stop Shopping, Financial Synergy, Economies of Scale, Analysis of Five Factors, Strategic Alliance, Corporate Governance,Internal Auditing, Risk Management, Financial Regulation.