The relevant information of independent director election under the regulation of Securities and Exchange Law Before the expiry of the Third board of directors, the directors decided to hold the election of supervisors and directors in 2017 provisional shareholders’ meeting. 4 independent directors would be elected according to the nomination system under article 192-1of company law and Article 17-2 of Association. The company announced the selection method of independent directors and acceptance criteria of nomination in the provisional shareholders meeting notice on March. 8, 2017. Shareholder who has shares more than one percent of the total numbers of the company may nominate the candidates of independent directors for the 4 places. The nominated number should not exceed the number of independent directors elected. The shareholders who wish to nominate independent directors should provide the information including the nominees name, identification documents, person's resume, and the announcement without violations of company law article 30. All information should be sent to No. 599, Huan-Nan Rd., Taoyuan High-Tech Industrial Park, Guanyin Dist., Taoyuan City 328, Taiwan, R.O.C. within March. 17, 2017 to March. 27, 2017. During the nomination time period, the company has received nominated candidates for independent directors , and all relevant documents have been well received. The board of directors put the candidate list of independent director on trial on April. 11, 2017. The evaluation result indicated that Mr. Tsai, Wen-Ching, Mr. Lin, Her-Yuan , Mr. Jaw, Yi-long ,and Mrs. Su,Tzung-Tsan have education background, professional experience which are consistent with Artice 2(two), 3(three), 4(four) of “Regulation of independent director of public company” and Article 192-1-4 of Company law. The board of directors approved and nominated Mr. Tsai, Wen-Ching, Mr. Lin, Her-Yuan , Mr. Jaw, Yi-long ,and Mrs. Su,Tzung-Tsan as candidates of fourth independent directors, and the vote will be hold in the provisional shareholders meeting. The following table indicates the nominated list of candidates, and their qualifications meet the requirements as follows. Name | Shares | Education and experience. | Title | Tsai, Wen-Ching | 0 | 1.Master of Accounting of NATIONAL CHENGCHI UNIVERSITY
2.Bachelor of Accounting of NATIONAL TAIWAN UNIVERSITY
3.Deputy Director of Ching-Long CPA Firm and First Elite CPA Firm
4.Manager of Deloitte & Touch CPA Firm
5.Tax rule CEO of Taipei Institute of CPA | 1.Director of GAO-WEI CPA Firm | Lin, Her-Yuan | 0 | 1.Master of Engineering of University of Missouri, USA
2.Bachelor of Science of NATIONAL TAIWAN UNIVERSITY
3.President of Industrial Technology Investment Corporation
4.Vice President of WK TECHNOLOGY FUND
5.Vice President of AsiaVest Investment Ltd | 1.President of Industrial Technology Investment Corporation | Jaw, Yi-long | 0 | 1.Doctor of Philosophy of The Ohio State University, USA
2.Master of Business / NATIONAL TAIWAN UNIVERSITY
3.Bachelor of Science / NATIONAL TAIWAN UNIVERSITY
4.Director of Taiwan External Trade development Council
5.Committee member of International Trade Commission, Ministry of Economic
6.Director of the Research Institute and Chair of International Business, NATIONAL TAIWAN UNIVERSITY
7.Committee member of Industrial Development Advisory Council | 1.Director of the Research Institute and Professor of International Business, NATIONAL TAIWAN UNIVERSITY | Su,Tzung-Tsan | 22,400 | 1.International Senior Managers Program (ISMP) / Harvard Business School, USA
2.Doctor of Philosophy / Princeton University, USA
3.Bachelor of Science / NATIONAL TSING HUA UNIVERSITY
4.Director of the Material and Chemical Research Laboratories, Industrial Technology Research Institute
5.Supervisor of Nanotechnology Development Center, Industrial Technology Research Institute
6.Senior manager of Planning Division, Industrial Technology Research Institute | 1.Supervisor of Material research Society Taiwan
2.Director of Taiwan Nanotechnology Industry Development Association
3.Director of Safety and Health Technology Center |
On May. 26, 2017, the company hold the election of independent directors according to Article 9(nine) of “ Regulation of independent director of public company”. Mr. Tsai, Wen-Ching, Mr. Lin, Her-Yuan , Mr. Jaw, Yi-long ,and Mrs. Su,Tzung-Tsan have been elected, and the result is indicated as the following table.
Title | Candidate | Number of votes | Independent director | Tsai, Wen-Ching | 198,008,807 | Independent director | Lin, Her-Yuan | 197,273,403 | Independent director | Jaw, Yi-long | 197,273,403 | Independent director | Su,Tzung-Tsan | 197,273,403 |
The qualifications of independent directors meet the requirements as below. Names | Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience | Independence Criteria(Note) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director | An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related 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 Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | Su,Tzung-Tsan | － | － | V | V | V | V | V | V | V | V | V | V | V | － | Tsai, Wen-Ching | － | V | V | V | V | V | V | V | V | V | V | V | V | 1 | Lin, Her-Yuan | － | － | V | V | V | V | V | V | V | V | V | V | V | － | Jaw, Yi-long | V | － | V | V | V | V | V | V | V | V | V | V | V | 2 |
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office
. (1) Not an employee of the Company or any of its affiliates. (2) Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares. (3) 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 outstanding shares of the Company or ranking in the top 10 in holdings. (4)Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs. (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings. (6)Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company. (7) Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEx“. (8) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company. (9) Not been a person of any conditions defined in Article 30 of the Company Law. (10) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law. |
