In 2000 and 2001,The Financial Institution Merger Act and Financial Holding Act were legislated in Taiwan. There are 15 financial holding companies established till now. Financial holding companies hope to diversify financial commodities to investors through joint-marketing and gain cost-saving and risk-control and improve financial performance. It expects to pursue and promote broad business scope. Cathay Financial Holding company, one of the financial holding companies, is the biggest financial holding company except the Taiwan Financial Holding company. Cathay Financial Holding company has total assets exceeding NTD 3.68 trillion. The subsidiaries of Cathay Financial Holding company include Cathay Life Insurance, Cathay United Bank, Cathay Century Insurance, Cathay Securities, and Cathay Venture Capital. The financial performance of subsidiaries of financial holding company becomes more sensitive due to competition of financial liberalization and macroeconomic variables changed. The research not only uses a multiple-regression model and reported here was trying to examine the macroeconomic variables that determine the financial performance of subsidiaries of Cathay Financial Holding company, but also uses a managing capital method EAR to discuss the risk-control of Cathay Financial Holding company. Keywords : Financial Holding company, financial performance, macroeconomic variables, managing capital, EAR

This study focuses on what impact the Management Control System of Non-life Insurance Industry under Financial and Non-financial Holding Company has on a company¡¦s financial and business performance. (Management Control System, hereinafter referred to as MCS) . The scope of the MCS is not conclusive, it consists of management accounting and other control methods. This study adopts Simons¡¦s Diagnostic Control Systems and Interactive Control Systems as a yardstick, and the indicators of the financial and business performance are collected from Taiwan Insurance Institute. This study is based on the exploratory study --- in-depth interviews in case studies. In order to understand what types of the MCS a Non-life Insurance Industry company choices , and each respondent¡¦s feedback on the MCS , the study is followed by semi-structured interviews. By the comparison of multiple-case designs and a more in-depth discussion , this study has found that: (1) There is no special relationship of the MCS selection between Non-life Insurance Industry under Financial and Non-financial Holding Company . (2) Both Non-life Insurance Industry under Financial and Non-financial Holding Company have Strategic Alliances in marketing . (3) Only Non-life Insurance Industry under Financial Holding Company could take the advantage of the joint-marketing in the distribution channel of a bank. (4) Non-life Insurance Industry under Non-financial Holding Company tends to have better business performance when using Interactive Control Systems . Therefore, the study suggests that when Non-life Insurance Industry under Non-financial Holding Company tries to design the control system of an organization, it is better to use the Interactive Control System to help the performance of a company.

本研究因應政府頒布『金融控股公司法』，就資訊系統整合的角度出發，首先針對金融控股公司法與三大主要金融機構 ( 銀行、保險、證券) 的資訊系統應用作文獻探討，再針對企業導入 EAI 之關鍵成功因素作文獻探討，並探討金控公司之整合性金融商品，最後推導出一個整合性的資訊架構。 本研究最後推導出一個採用集中式資料交換系統( EAI Broker )的機制來中介金控公司期下子公司之間的業務應用，以協助金控可以因應市場及客戶群的改變而設計出符合需求的 IT 整合架構，並在資訊架構中設計出有別於單純銀行、保險、證券子公司的額外系統架構，分別是企業流程整合系統、專家系統、企業入口網站等，以期使金控公司得以在整合之後，透過此一資訊架構發揮其整合之综效。

金融控股公司為求合併能夠順利進行，於成立之初或納入其他子公司時，多會先購入部分子公司之股票，待合併完成，此購入之股票將成為金控公司之庫藏股。而由於特殊之產業性質，其庫藏股亦受金融控股公司法及其他法令釋函之限制，因此庫藏股對金融控股公司管理營運所造成影響，略有別於一般產業之公司。本文即擬針對金融控股公司其庫藏股持股與購入成本高低及嗣後處理與註銷持股可能產生的問題，對股東權益和盈餘分配能力之影響，以及公司管理上所需考慮之因素與可能面臨決策情形，試予探討，最後提出建議如下： 1、金控公司於合併過程中，有可能逾越證交法規定之限額。然在主管機關倡導鼓勵金控機構合併以壯大規模之政策下，此一現象已不重要。何況是否違反證交法似為灰色地帶。 2、庫藏股購入及持有之注意 （1）購入典型庫藏股宜量力而為，各項購入目的，於短時間內儘量予以完成，避免走入註銷持股之路。為維護公司信用所必要購入庫藏股宜少運用。 （2）注意購入庫藏股後，持有期間內保留盈餘及資本公積是否足夠彌補庫藏股出售或註銷之差損，並據以考量盈餘分配及資本公積轉增資配股之能力。 3、庫藏股之去化考驗 （1）以維護公司信用及股東權益為目的而買回之庫藏股，必須在買入後六個月內辦理註銷股份，而股價愈高之金控，愈易遭受鉅額之註銷虧損，則此類庫藏股之買入似當慎思。 （2）一般而言，買入庫藏股之每股成本均高於面額，故註銷之虧損應大於出售或轉讓予員工或轉換ECB等之虧損。因此，萬不得已，屆滿三年未有去路時，才予註銷股份。 （3）若以發行ECB或GDR來轉換數量龐大之庫藏股，是否有轉換損失當與其買入成本與股價息息相關。故以庫藏股作為ECB等轉換之用時，宜儘量完成轉換。 （4）子公司持有金融控股公司之股份價格適當時，宜於註銷期限前轉讓出去。而持股及金額大者，尤宜早日規劃其轉讓事宜。 關鍵字：金融控股公司、庫藏股

The financial sector due to the particularity of the industry, the government set a lot of control provisions, therefore most of the earnings management research will set financial sector excluded. In fact, the financial sector, in order to comply with the legal provisions, which the motives of earnings management may be even higher than the average company. This study used The Modified Jones Model to calculate the proxy of discretionary accruals as an earnings management¡Ffinancial holding company engaged in the amount of the core subsidiary of the format category to measure the extent of its related diversification¡Fand the implementation of SFAS No. 34 divided into two study period, to explore the relationship between the relevant level of diversification and earnings management, earnings management and financial asset disposition gains and losses, earnings management and financial performance is different. Empirical results show that: (1)Before and after of SFAS No. 34 implementation , the higher the degree of diversification of financial holding company, the earning management were higher.(2) Before and after of SFAS No. 34 implementation, the financial holding company will make use of the disposal of financial assets in order to increase the gain on disposal for earnings management.(3) Before and after of SFAS No. 34 implementation, the financial holding company will engage in earnings management operations in order to enhance the company's financial performance.

Abstract Globalization and joint of WTO have made Taiwan government to speed up the opening of banking services. The banks in Taiwan are forced to modify their business models in order to increase their competitiveness, especially after the Financial Holding Company Law announcing. All dimension business models for banking industry has handicap for the needs of specific field. Hence, banks have to focus more on the market position and segmentation. Targeting and development of the regional central branch system is an innovation of business model for integrating the current operating system of local branch and organization. The central branch system is able to gather up resources and produce the effect of specialization Many banks have put central branch system into practice and have received significant achievements, although some banks hang back. Therefore, our study tries to analyze the performance of the central branch system by the seven dimensions business model, and proposes the operating strategies. From the reviews of literature we build up the business model theory, which guide our interviews to the five selected banks. We reach the following conclusion. 1. Route types and backup system play the key roles for operation of the regional central branch system. 2. Operating process has the secondary importance in our seven dimensions business model. 3. Technical innovation, surprisingly, is not important. 4. The viewpoints of the seven dimensions business model for senior and middle managers are slightly different for any single interviewed banks. However, for the comparison of these five banks, the viewpoints for all these senior and middle managers are very consistent. 5. Banks under financial holding company or not do not have different viewpoint. However, banks under financial holding company emphasize more on standardized and profound overall services. Banks not under financial holding company pay more attention on the depth and extent of their products. Keywords: consumer banking, the regional center of consumer banking, financial holding company, business model, competitive strategy.

After the promulgation of Financial Holding Company Law at the end of year 2001, the law has liberated the limitation of operations across banking, brokerage, and insurance. In order to cope with the future market competition, these institutions formed in total of 14 financial holding companies (FHCs) through self raising, merging, or acquisition. This research is aiming at the 14 FHCs and their subsidiary banks, security brokerages, and insurance companies, through applying financial ratio analysis to measure the synergy of FHCs¡¦ merging and acquisition. The sources of synergy are divided into three dimensions : operations, markets, and finance. A total of eight years of financial data is collected, including two parts: four years of pre-founding of FHCs from 1998 to 2001 and four years after founding the FHCs from 2002 to 2005. In-depth interview is conducted to look for the differences of operation performance and effect of increasing shareholder wealth after the FHCs merging and acquisition. The conclusions of this study are presented as following¡G 1.Market Synergy Dimension: The revenue increased after founding the FHCs shows that the market synergy exists and fits to expectation. FHCs could operate across fields including banking, brokerage, and insurance to provide cross selling chance for finance products. 2.Operational Synergy Dimension: The operating costs and operating costs ratio are increased after founding the FHCs. Because the FHCs do not reach the economy of scale, the unit operation cost is high and the organization of FHCs becomes large and needs more communication, which makes the decision making process inefficient, the management efficiency still needs to be improved. 3.Financial Synergy Dimension: The profit after tax and ROE are decreased after founding the FHCs, which are mainly contributed from inefficient use of financial resources and human resources as a whole group. 4.Synergy was hard to be seen within short term, which needed three to four years to make it possible. After merging or acquisition, FHCs need some time to reduce the conflicts between its subsidiaries and to conduct more efficient resource application to form FHCs synergy. 5.Market Evaluation: The market value of whole FHCs increases which increases the shareholder¡¦s wealth. This research provides the solution for increasing operation costs, including the following three points: 1.Converging the operation process. 2.Increasing economy of scale. 3.Enforcing the management efficiency.

In recent years, corporate strategy has drawn a lot of attention in the academic an practice. However, there are fewer literatures on how to put these ideas into practice, that is, how to quantify the interrelationships between the three key elements in strategic management¡Ðperformance, strategies, and environments, and how to judge and measure the opportunities and threats (O & T) when the environments change. This study is an attempt to answer these questions. The theoretical method developed incorporates a dynamic simultaneous equations model to express the interrelationship between these three elements. The method requires the identification of O & T in a three-step procedure. Step 1 relates the strategic components to the performance measures by the management¡¦s concept of business and philosophy of resource depolyment. Step 2 points out the suitable (unsuitable) environment circumstances for each of the scope and resource deployment elements. In Step 3, we link the results of Step 1 and Step 2 to identify and measure O & T. The above methodology is applied to the case of Cathy Financial Holding Company, a Taiwan largest listed financial holding company, over the period 2002Q2-2007Q3. We use the Instrument Variables Three Stage Least Square Method (IV-3SLS) to estimate them. In addition, we also use some tests to ascertain the validity of the selected instrument variables in order to obtain the more reliable results. Our empirical results indicate that both the firm strategies and the environments play significant roles in influencing the firm¡¦s performance. More specifically, whereas the diversification of products, and the debt allowance reservation rate are negatively associated with the cost/income ratio and positively associated with adjusted ROE and Tobin¡¦s Q. Additionally, the managers also can increase the investment efficiency by adjusting the content of the asset allocation, especially with regard to the holding of bonds. We also extract some major environment factors such as unemployment rate that affect the firm¡¦s performance and use the estimated results to identify and measure O & T.

隨著全球金融機構藉由購併朝向國際化及大型化金融集團的發展趨勢，而我國的金融機構過於零散以及規模過小，且加入WTO之後面對國內金融市場必須開放的壓力。政府對此內外問題憂慮的情況下，陸續通過「金融機構合併法」、「金融控股公司法」，期望藉此推動金融機構的整併，以提升我國金融機構的競爭力。 為了解金融控股公司有無達成政府當初立法的目的，本研究欲以財務觀點來評估金融控股公司成立至今的經營績效，又因金融機構性質的不同，樣本選取包含金控旗下13家銀行、7家證券公司、7家保險公司、3家票券公司，共計30家子公司。財務資料為金控成立前後四年的各季財務資料。將其財務比率資料加以彙整後，利用因素分析法萃取出適合衡量金融控股公司經營績效的財務績效指標，再利用Wilcoxon符號等級檢定，分別探討這四類子公司加入金控前後的經營績效是否有所差異，並加以探討個別子公司加入金控之後的獲利情況。 實證結果顯示： 一、銀行業：具顯著差異的財務比率如下：「安全性」因素構面中的淨值比率、存放比率以及淨值週轉率皆比加入前下降、而「成長性」因素構面中的淨值成長率也比加入前下降、「效率性」因素構面中的營業費用率增加，且總資產週轉率下降。以平均數來看，「獲利性」因素構面的財務比率皆比加入降低。因此，銀行業者加入金控後經營績效並未改善。 二、證券業：具顯著差異的財務比率如下：「效率性」因素構面中的淨值週轉率與固定資產週轉率下降，而營業費用率則是增加，「成長性」因素構面中的淨值成長率下降。然而以平均數來看，「獲利性」因素構面的財務比率有些微提昇。 三、保險業：僅有「財務槓桿度」此項財務比率具有顯著的降低，表示財務風險降低。以平均數來看，「資本適足性」因素構面的各項財務比率平均值皆提昇，而「成長性」因素構面的各項財務比率平均值皆降低。顯示保險業者採取保守穩健的經營方式。 四、票券業：財務比率皆沒有顯著差異。 五、個別銀行、證券、保險、票券業子公司的獲利情況作分析，有許多子公司仍屬於獲利的狀態。例如：13銀行業在加入金融控股公司之後仍有7家銀行的稅後淨利率呈顯著增加的情況，僅有1家呈顯著的減少。證券業及保險業個別子公司皆未達顯著水準。3家票券業者獲利有顯著增加的有1家。 / Following the trend of the worldwide financial institutions heading for internationalization and large-scale financial conglomerates by M&A, the financial institutions of Taiwan are too scattered and small-scale. Besides, after joining the WTO, the financial institutions of Taiwan must face the pressure of competitions upon the domestic financial market. The government of Taiwan falls into the situation of beset with difficulties both at home and abroad. Therefore, the government enacting "The Financial Institutions Merger Act" and "The Financial Holding Company Act" expects to consolidate financial institutions to improve performance in financial environment. In order to understand whether the establishment of financial holding companies has reached the purpose of legislation, the research is taken to evaluate the operation performance of financial holding companies from the financial point of view. Because of the differences of financial fields, the sample of this study contains 13 banks, 7 securities companies, 7 insurance companies and 3 bills finance companies. It adds up to 30 subsidiaries of 14 financial holding companies in Taiwan. Data include from 1998 1st season to 2006 1st season quartered financial data. At first, Factor analysis is applied to select the factor dimension. Then, the study uses Wilcoxon Signed Rank Test to test the operation performance of financial holding companies. The results of this empirical study are： 1. After bank subsidiaries join the financial holding companies, Net-worth Ratio, Growth Rate of Net-worth, Turnover Rate of Net-worth, Turnover Rate of Total Assets and Loan to Deposits Ratio are significantly dropping. Operating Expenses ratio is significantly growing up. 2. After securities subsidiaries join the financial holding companies, Turnover Rate of Net-worth, Turnover Rate of Fixed Assets and Growth Rate of Net-worth are significantly dropping. Operating Expenses ratio is significantly growing up. 3. After insurance subsidiaries join the financial holding companies, only Financial Leverage is significantly dropping. 4. There are no differences in financial ratios among bills finance companies joining the financial holding companies before and after. 5. There is still net profit margin of 7 bank subsidiaries and 1 bills finance company significantly growing up. In sum, the empirical results are found that the whole financial institutions joining the financial holding companies still don't get up to the purpose of performance improvement. However, some of the subsidiaries still earn profits.

目前，許多跨國企業為了避免被課予重稅，紛紛於免稅天堂設立紙上公司，以使利潤留在較低稅率之國家，以節省稅賦。各國稅務機關對於此一問題，紛紛規定移轉訂價準則，以規範該稅收管轄權區域內之企業，以避免企業從事不合常規交易，影響稅收。 我國於93年12月28日發布營利事業所得稅不合常規移轉訂價查核準則，在在都顯示我國對於此一移轉訂價問題之重視，又金融控股公司制度已施行有三年之久，本研究擬針對金融控股公司內部，及金融控股公司與外部關係企業之移轉訂價政策進行研究。 研究結果發現國泰金控公司與外部關係企業、外部關係人之交易，分為有形資產移轉及使用、無形資產移轉及使用、資金使用，均採市價計算。合於OECD規定之可比較非受控制價格法 (CUP)及我國營利事業所得稅不合常規移轉訂價查核準則第五條規定之可比較未受控價格法。 另外，國泰金控母公司與金控子公司間之垂直交易，與金控子公司間之交易亦是採市價作計算。有關國泰金控內部跨售之行為，則是採取給付佣金之方式。然而，此一跨售之行為，應由銀行計算出投入各項銷售之成本，再將各銷售成本納入該當之子公司損益表項下，以充份反映銷壽產險之總成本，以檢視其金控集團是否有達其成本節省之綜效。若未來國內金控集團勢布局亞太地區或是全球，則金控公司不能忽視此一移轉訂價問題，必須準備移轉訂價報告，或是與各國之稅務機關簽訂預先訂價協議，避免重覆課稅。 / Nowadays, many multinational enterprises set up paper companies in the tax heaven, then they can increase income of the paper company. Because tax heaven impose lower tax rate or nil tax rate, they can reduce tax expenses. Many countries had set up transfer pricing regulation to avoid the companies have non-arm’s length transaction. We had issued transfer pricing regulation in Dec. 28, 2004 in Taiwan, and the financial holding company law had come into force for 3 years. The research make a study of transfer pricing policy of the intra-holding company and transfer pricing policy between holding company and related parties. The results of the research are that transaction prices between Cathay Holding Company and the related parties are according with the market prices, and this fit in with the comparable uncontrolled price method. In addition, transaction prices within the intra-holding company are according with the market prices, too. The cross selling between bank and insurance company, the insurance company will give bank appropriate commission fees. But bank should calculate the cost to sell the insurance, then the insurance company can summarize the total cost of selling insurance, to see that if they had achieve the goal of synergetic benefits. If the financial holding companies had become a world-wide companies, they should pay much attention to transfer pricing issue to avoid double taxation.