Independent Director Information

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Independent Director Regulations

Independent Director Regulation Download(Traditional Chinese Version)


Independent Direction Qualification Review

Name Education Background Undertaking Declaration
Yu Shan-Wu
Tsai Sung-Chi
Su Yan-Syue
Wang Chuan-Fen

In accordance with Articles 14-2 and 183 of the Securities and Exchange Act, the Company resolved to establish two independent director positions at the June 15, 2006 Shareholder’s Meeting. An amendment was then passed at the June 16, 2007 Shareholder’s Meeting to increase the number of independent director positions to 2-3. The Company then resolved to establish no less than 3 independent director positions and take candidate nomination system at the June 19, 2013 Shareholder’s Meeting. The Company also set the Audit Committee, made up of all independent directors, to substitute Supervisors’ duties in 2013. The Company resolved an amendment of taking directors (including independent directors) candidate nomination system in Company Charter.

 

The Company’s independent director selection is in accordance with candidate nomination system in Article 192-1 of Company Act and stated in Company Charter. As stated in the notifications of Shareholder’s Meeting made on March 21, 2016, shareholders who hold one or more than one percent of total issues company shares may submit Shareholder Meeting resolutions and a list of independent director nominees includes in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as an independent director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof. The submission period was from April 1, 2016 to April 11, 2016, sent by registered mail to the Company’s Financial Division( Address: 4F, No.14 Chongyang S. Rd., Sec. 2, Beitou Dist., Taipei City.)

 

Independent Directors of this term were nominated by shareholder Lin Wan-Hsing and discussed and passed by the Shareholders’ Meeting hold on April 27, 2016. The independent director candidates presented the certification in the documentation during the submission period to the Company to complete nomination process. After the submission period, the board of directors reviewed the independent director nomination list and evaluated the candidates’ qualification to conform Article 192-1 of the Company Act. The list then submitted to the Shareholder’s Meeting for election.

 

Following the election by shareholders at the June 7, 2016 Shareholders’ Meeting, the list of elected independent directors is: Yu Shan-Wu, Tsai Sung-Chi, Su Yan-Syue and Wang Chuan-Fen. The election results were as follows:

Position Name of selected person Votes received
Independent director Yu Shan-Wu 173,021,058
Independent director Tsai Sung-Chi 173,020,598
Independent director Su Yan-Syue 173,019,917
Independent director Wang Chuan-Fen 173,017,642
Name / Condition Yu Shang-Wu Tsai Sung-Chi Su Yan-Syue Wang Chuan-Fen
Has at least five years of relevant work experience and the following professional qualifications Lecturer or higher ranking position at a public or private university / college in business, law, finance, accounting, or other subject relevant to work at the company V      
Holding a national examination certificate in a profession or expertise needed by the company;or judge, prosecutor, attorney or CPA credentials   V   V
Work experience in business, law, finance, accounting, or other area(s) needed by the company V V V V
Compliance with independence criteria (Note 2) Not an employee of the company or an affiliate. V V V V
Not a director or a supervisor of the company or an affiliate (this restriction does not apply, however, when the person is an independent director of the company, its parent company, or a subsidiary in which the company directly and indirectly holds more than 50% of voting shares). V V V V
The director, or his or her spouse or minor child, does not hold, in his or her own name or in another name, more than 1% of the company's total outstanding shares, nor is one of the company's ten largest natural person shareholders. V V V V
Not a spouse, relative within the second degree of kinship, or direct blood relative within the fifth degree of kinship of a person listed in the three foregoing paragraphs. V V V V
Not the director, supervisor, or employee of an institutional shareholder directly holding more than 5% of the company's total outstanding shares, nor is the director, supervisor, or employee of one of the five largest institutional shareholders in terms of shareholdings. V V V V
Neither a director, supervisor, or manager, nor a shareholder holding more than 5% of the outstanding shares, of a certain company or organization that has a financial or business relationship with the company. V V V V
Not a professional providing business, legal, financial, accounting, or consulting services to the company or an affiliate, nor is an owner, partner, director, supervisor, or manager, or the spouse of any of the foregoing, of a sole proprietorship, partnership, company, or organization providing such services to the company or an affiliate. V V V V
Not a spouse or relative within the second degree of kinship of another director. V V V V
Is not a person of the conditions specified in any of the subparagraphs of Article 30 of the Company Act. V V V V
Has not been elected as a government unit, institution, or their representative as prescribed in Article 27 of the Company Act. V V V V
Number of concurrent independent directorships held at listed companies 1 none none none
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