Director and Independent Director Appointment Information

Date:2024/01/16
 Director Appointment Information

Director (including independent director) appointment method:
The company's articles of incorporation specify that the election of directors (including independent directors) follows a candidate nomination system. The qualifications, shareholding, part-time work restrictions, nomination, and appointment methods for independent director candidates adhere to the relevant laws and regulations such as the Company Act and the Securities and Exchange Act.

Director (including independent director) appointment process:
Before the expiration of the 15th Board of Directors' term, the Board of Directors resolved, following the company's articles of incorporation, to elect 9 directors for the 16th term at the 2022 Annual General Meeting, including 4 independent directors. The board also decided to accept nominations for director candidates from April 8, 2022, to April 20, 2022.

On March 28, 2022, the company announced, in accordance with Article 192-1 of the Company Act, the period for accepting nominations for director candidates, the number of directors to be elected, the place of acceptance, and other necessary matters. Shareholders holding more than one percent of the total issued shares of the company could submit a written list of director candidates to the company. The number of shareholder-nominated candidates should not exceed the number of directors to be elected. Shareholders intending to nominate directors should submit, during the nomination period, the nominee's name, education, experience, a commitment to serve as an independent director if elected, and a declaration that the independent director nominee does not have circumstances specified in Article 30 of the Company Act. The documents should be sent by registered mail to the Finance Department of the company (Address: 3F, No. 2, Lane 150, Section 5, Xinyi Road, Taipei City).

On April 21, 2022, the Board of Directors proposed the list of director candidates, nominating representatives of Mercuries & Associates, Holding Ltd., CHEN,HSIANG-CHUNG, CHEN,HSIANG-LI, CHEN,WEN-CHU, CHUNG,CHENG-PING, TANG,TE-CHENG, SHEN,SHANG-HUNG, LIN,MING-SHENG, LIU,SHUI-EN, and CHEN,KUAN-PAI as nine director candidates, with SHEN,SHANG-HUNG, LIN,MING-SHENG, LIU,SHUI-EN, and CHEN,KUAN-PAI nominated as independent directors. The nominated candidates were included in the list of director candidates for the 2022 Annual General Meeting of Shareholders.

The list of candidates for directors of the Company is as follows:

Categories of nominees Name
Director Mercuries & Associates Holding Ltd.
Representative:CHEN,HSIANG-CHUNG
Mercuries & Associates Holding Ltd.
Representative:CHEN,HSIANG-LI
Mercuries & Associates Holding Ltd.
Representative:CHEN,WEN-CHU
Mercuries & Associates Holding Ltd.
Representative:CHUNG,CHENG-PING
Mercuries & Associates Holding Ltd.
Representative:TANG,TE-CHENG
Independent Director SHEN,SHANG-HUNG
LIN,MING-SHENG
LIU,SHUI-EN
CHEN,KUAN-PAI


Election results:
The results of the election of directors at the regular shareholders’ meeting of the Company on June 17, 2022 are as follows:

Job title Name Election rights
Director Mercuries & Associates Holding Ltd.
Representative:CHEN,HSIANG-CHUNG
116,255,254
Mercuries & Associates Holding Ltd.
Representative:CHEN,HSIANG-LI
103,772,707
Mercuries & Associates Holding Ltd.
Representative:CHEN,WEN-CHU
103,469,887
Mercuries & Associates Holding Ltd.
Representative:CHUNG,CHENG-PING
103,394,389
Mercuries & Associates Holding Ltd.
Representative:TANG,TE-CHENG
103,373,389
Independent Director SHEN,SHANG-HUNG 103,476,674
LIN,MING-SHENG 103,425,172
LIU,SHUI-EN 103,419,110
CHEN,KUAN-PAI 103,409,522

 

 Professional Qualifications of Independent Directors:

Qualification

Name

Professional qualifications and experience Independence analysis No. of other public companies at which the person concurrently serves as an independent director
Director Mercuries & Associates Holding Ltd.
Representative:CHEN,HSIANG-CHUNG
Note 1 NA 2
Mercuries & Associates Holding Ltd.
Representative:CHEN,HSIANG-LI
Note 1 NA 0
Mercuries & Associates Holding Ltd.
Representative: CHEN,WEN-CHU
Note 1 NA 0
Mercuries & Associates Holding Ltd.
Representative: CHUNG,CHENG-PING
Note 1 NA 0
Mercuries & Associates Holding Ltd.
Representative: TANG,TE-CHENG
Note 1 NA 0
Independent Director SHEN,SHANG-HUNG Note 1 Note 2 2
LIN,MING-SHENG Note 1 Note 2 0
LIU,SHUI-EN Note 1 Note 2 0
CHEN,KUAN-PAI Note 1 Note 2 1
  • Note 1: For the work experience of each director and supervisor, please refer to pages 16-18 of this annual report: 3. Diversity and independence of the board of directors. None of the directors have any of the circumstances under Article 30 of the Companies Act.
  • Note 2: Independence of independent directors:
  1. None of the independent directors, spouses, second relatives, etc. serve as directors, supervisors, or employees of the Company or affiliated companies.
  2. None of the independent directors' own relatives, spouses, second parents, etc. (or in the name of others) hold shares in the company.
  3. None of the independent directors have been established as independent directors of a public offering company and shall comply with the provisions of Article 3, Paragraph 1, Paragraphs 5~8 of the Regulations.
  4. The independent directors have not provided the amount of remuneration obtained by the company or its affiliates for commercial, legal, financial, accounting and other services in the past two years.