Independent Director Information
> Investor Relations > Corporate Governance > Board of Directors > Independent Director InformationTo adapt to Article 14-2 and 183 of the Securities and Exchange Act, a resolution made by shareholders' meeting was passed on June 15, 2006 to decide to established two independent directors. A resolution was amended and passed on June 16, 2007 to establish two to three independent directors instead. A resolution made by shareholders' meeting was passed on June 19, 2013, to establish at least three independent directors instead and the director candidate nomination system has been adopted. Also in 2013, the audit committee was established. It consists of all independent directors and it is substituted for supervisors. A resolution made by shareholders' meeting was passed on June 16, 2015, to amend the charter in the way that the candidate nomination system was adopted for directors (including independent directors).
The candidate nomination system in Article 192-1 of the Company Act has been adopted for the election of our directors (including independent directors) and specified explicitly in the company charter. The announcement for holding the shareholders’ meeting on March 7, 2022 stated clearly that, in the director (including independent director) nomination and election method, the shareholders holding at least 1% of our shares may propose the shareholders’ meeting motion and the list of director candidates to the Company in written. The information of director candidate shall be provided, including the name, education background and experience of the candidate. The relevant certification documents required for independent director shall also be provided. The motion and list shall be mailed to the Finance Department of the Company by registered mail between the time from March 27, 2022 to April 6, 2022. (Address: No. 4, Gongye 6th Rd., Pingzhen Dist., Taoyuan City)
The Board of Directors for this term is nominated by the shareholder Wan-Hsing Lin. During the time accepting the director candidate nomination, relevant certification documents are submitted to the Company in written for handling nomination. After the time for accepting nomination, the Board of Directors reviews the list of director candidates. After the Board of Directors evaluates and decides that these director candidates meet the requirement for independent director and Article 192-1 of the Company Act, the list is sent to the shareholders’ meeting for election.
The list of 4 independent directors elected by shareholders at the shareholders’ meeting on May 31, 2022: Yu Shang-Wu, Tsai Sung-Chi, Su Yan-Syue, and Wang Chuan-Fen. The election result is shown below:
| Position | Name of selected person | Votes received |
| Independent director | Yu Shan-Wu | 149,696,178 |
| Independent director | Tsai Sung-Chi | 145,559,090 |
| Independent director | Su Yan-Syue | 149,624,469 |
| Independent director | Wang Chuan-Fen | 149,557,921 |
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Name Requirement |
Professional qualification and experience |
ndependence (two years before election and during tenure) | Number of public offering companies this director concurrently serves as the independent director | Statement |
| Yu Shang-Wu
(independent director) |
PhD in finance in University of Birmingham. Served as the dean of College of Business Management, Jinwen University of Science and Technology, professor, chair professor and dean of students of Department of Information Management, National Taiwan University of Science and Technology, chair professor and dean of College of Management and Language, Yuanpei University of Medical Technology, vice principal and dean of College of Management of Tungnan University, distinguished professor and dean of College of Informatics, Takming University of Science and Technology, director (legal representative) of First Bank, and public interest director of TWSE. Mr. Yu has been devoted to academic research for years, specialized in corporate financial management, investment management and financing decision-making. He’s qualified for the lecturer of the majors in business and finance, and the majors required for company business, of public and private college and universities. |
According to the company charter and the Corporate Governance Best Practice Principles, the directors are elected through nomination. When the members of the Board of Directors are nominated and elected, the Company has obtained the written statement, work experience, and certification for passing the qualification test of each director. The kinship chart provided has been verified to confirm that the candidate, the candidate’s spouse and the candidate’s third-degree relative are independent from the company. It is verified that four independent directors have met the requirements stipulated in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” enacted and stipulated by the Financial Supervisory Commission, and Article 14-2 of the Securities and Exchange Act two years before election and during tenure. All independent directors have exercised relevant authority independently based on their rights to fully participate in decision-making and opinion expression authorized by Article 14-3 of Securities and Exchange Act. This has met the independence requirement. |
2 |  |
| Tsai Song-Chi
(independent director) |
PhD in accounting in Shanghai University of Finance and Economics, and master’s degree in business management, National Chengchi University. Acquired CPA. Over 30 years of working experience. Served as the vice president of KPMG Taiwan Inc., the executive director and professional CSO of KPMG Advisory Services Co., Ltd., CPA of Department of Business of Taiwan Enterprises in China of KPMG Advisory Services Co., Ltd., and CPA for the project regarding overseas enterprise listed in Taiwan for KPMG Advisory Services Co., Ltd. He’s specialized in finance and accounting business between China and Taiwan, and offers professional advice on accounting affairs between China and Taiwan. |
None |
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| Su Yan-Syue
(independent director) |
Master’s degree in industrial management, Carnegie Mellon University. Served as the CIO and senior vice president of Pegatron Corporation (2004 to 2013), and the managing director of ASUSTeK Computer Inc. Currently served as the independent director of AUO Corporation, the eslite spectrum Corporation and Cowell e Holdings Inc. He’s specialized in corporate finance investment and industrial research analysis. He has work experiences required for business, finance and investment strategy. |
3 |
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| Wang Chuan-Fen
(independent director) |
Master’s degree in law, Columbia Law School. Became a lawyer and has over 20 years of work experience as a lawyer. Served in Simpson Thacher & Bartlett LLP and Yungyun Law Firm. Currently served as the partner of Chen & Lin Attorney at Law and being in charge of the fund of the law firm and merger group relevant groups. He’s specialized in securities trading regulation, company regulation, Business Mergers and Acquisitions Act, Fair Trade Act, e-commerce and cross-strait investment regulations and technological collaboration regulations, cross-border mergers acquisitions, corporate group restructuring, initial public offering and funding at home and abroad, foreign investment in Taiwan and foreign establishment of R&D and training center, application for government subsidy, establishment of joint venture, compliance to Fair Trade Act and applications related to the Fair Trade Act, and helping clients with various business trade, design, formulation and negotiation regarding the contract, and general company’s legal affairs consulting. His work experiences include professional legal service for domestic and overseas corporations in different industries. |
None |
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Independent directors and internal auditing officers and CPAs of the Company must hold a communication meeting at least twice a year. The communication meeting was held three times in 2022. The meeting may be convened whenever a major abnormality occurs.
| Subject | Download |
| 12/19/2022 Communication Record of Independent Directors (CPA) | |
| 11/07/2022 Communication Record of Independent Directors (Audit) | |
| 03/07/2022 Communication Record of Independent Directors (CPA) | |
| 12/23/2021 Communication Record of Independent Directors (Audit) | |
| 11/08/2021 Communication Record of Independent Directors (CPA) | |
| 03/11/2021 Communication Record of Independent Directors (CPA) | |
| 11/09/2020 Communication Record of Independent Directors (Audit) | |
| 11/09/2020 Communication Record of Independent Directors (CPA) | |
| 03/23/2020 Communication Record of Independent Directors (CPA) | |
| 12/25/2019 Communication Record of Independent Directors (CPA) | |
| 10/28/2019 Communication Record of Independent Directors (Audit) | |
| 04/25/2019 Communication Record of Independent Directors (Management team) | |
| 03/22/2019 Communication Record of Independent Directors (CPA) | |
| 12/20/2018 Communication Record of Independent Directors (CPA) | |
| 08/09/2018 Communication Record of Independent Directors (Audit) | |
| 08/09/2018 Communication Record of Independent Directors (Sales & Marketing Center) | |
| 03/15/2018 Communication Record of Independent Directors (CPA) | |
| 03/15/2018 Communication Record of Independent Directors (Audit) | |
| 08/07/2017 Communication Record of Independent Directors (CPA) | |
| 03/09/2017 Communication Record of Independent Directors (CPA) | |
| 03/09/2017 Communication Record of Independent Directors (Audit) | |
| 12/19/2016 Communication Record of Independent Directors (CPA) | |
| 11/03/2016 Communication Record of Independent Directors (CPA) | |
| 08/08/2016 Communication Record of Independent Directors (CPA) | |
| 08/08/2016 Communication Record of Independent Directors (Audit) | |
| 03/14/2016 Communication Record of Independent Directors (CPA) | |
| 03/14/2016 Communication Record of Independent Directors (Audit) | |