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Corporate Governance

Independent Directors Election Information

The election of Independent Directors

  • The Corporation adopted the candidate nomination system for the election of directors, the professional qualifications of independent directors, shareholding, part-time restrictions, independence determination, nomination and selection methods and other matters to be complied with are all handled in accordance with the relevant regulations of the securities regulatory authority.
  • The 9th Independent Director candidates of the Corporation was submitted to the Board of Directors for discussion and approval by the Corporate Governance and Nomination Committee in accordance with the above-mentioned relevant regulations, and during the announcement of the acceptance of the nomination, the relevant certification documents were checked and submitted to the Corporation for nomination matters and sent to the shareholders' general meeting on 21st May 2020 for electing.
  • The 9th Independent Directors are Kenneth Huang-Chuan Chiu, Duei Tsai, Pai-Ta Shih, Yung-Cheng(Rex)Lai , the professional knowledge and independence information are as follows:
Meet tne one of the following professional qualification requirements, together with at Least Five Years Work Experience:
Criteria Kenneth Huang-Chuan Chiu Duei Tsai Pai-Ta Shih Yung-Cheng(Rex)Lai
An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department releated to the business needs of the Company in a Public or Private Junior College, College or University   ✔ ✔ ✔
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or other Professional or Technical Specialist who has passed a national examination and been awarded a certificate in a Profession Necessary for the Business of the Company ✔      
Have Work Experience in the area of commerceLaw, Finance or Accounting or otherwise Necessary for the Business of the Company ✔ ✔ ✔ ✔
Independence Analysis
Conditions Kenneth Huang-Chuan Chiu Duei Tsai Pai-Ta Shih Yung-Cheng(Rex)Lai
(1)Is not hired by the Corporation or any of its affiliates. ✔ ✔ ✔ ✔
(2)Is not a director or supervisor of the Corporation or any of its affiliates. (The same does not apply, however, in cases where the person is a concurrent independent director of the Corporation and its parent company, subsidiaries, or subsidiaries of the same parent company, as appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or local laws and regulations.) ✔ ✔ ✔ ✔
(3)Is not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of issued shares of the Corporation or ranking in the top ten in shareholdings. ✔ ✔ ✔ ✔
(4)Is not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of managers not conforming to subparagraph (1) above, or of any persons not conforming to subparagraphs (2) and (3) above. ✔ ✔ ✔ ✔
(5) Is not a director, supervisor, or employee of an institutional shareholder that directly holds 5% or more of total number of issued shares or ranks among the top five in shareholdings, or a director, supervisor, or employee of an institutional shareholder who has been appointed as a director or supervisor representative at the Corporation under paragraphs 1 and 2, Article 2􀀗 of the Company Act. (The same does not apply, however, in cases where the person is a concurrent independent director of the Corporation and its parent company, subsidiaries, or subsidiaries of the same parent company, as appointed in accordance with ✔ ✔ ✔ ✔
(6) Is not a director, supervisor, manager, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Corporation. (The same does not apply, however, in cases where the person is a concurrent independent director of the Corporation and its parent company, subsidiaries, or subsidiaries of the same parent company, as appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or local laws and regulations.) ✔ ✔ ✔ ✔
(7)Is not a professional individual, or an owner, partner, director, supervisor, or manager, or spouses thereof, of a sole proprietorship, partnership, company, or institution which provides audit services to the Corporation or its affiliates; or has in the past two years provided commercial, legal, financial, accounting, or related services not exceeding total compensation of NT$ 500,000 to the Corporation or its affiliates. The same does not apply, however, for members of remuneration committees, public tender offer review committees, or special committees for mergers / consolidations and acquisitions exercising their duties in accordance with the laws and regulations of the Securities and Exchange Act and the Business Mergers and Acquisitions Act. ✔ ✔ ✔ ✔
(8) Has no spousal relationship and are not relatives within the second degree of kinship of other Corporation directors. ✔ ✔ ✔ ✔
(9) Has not violated any regulations in Article 30 of the Company Act. ✔ ✔ ✔ ✔
(10) Has not been elected as a government, juristic person, or their representatives in accordance with Article 27th of the Company Act. ✔ ✔ ✔ ✔
Numbers of other Public Companies in which the individialis concurrently serving as an Independent Director 3 3 1 0