The Company shall have five to nine directors for a term of three years. The candidates' nomination system is adopted by the Company, the directors shall be elected by shareholders' meeting from the roster of candidates, and he/she may be eligible for re-election. The number of directors shall be decided by the board of directors.
The board of directors of the Company shall direct company strategies, supervise the management, and be responsible to the Company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its Articles of Incorporation, and the resolutions of its shareholders meetings as to set up a sound corporate governance system and be committed to protect the interests of stakeholders, and take the sustainable development as the guideline of the operation.
The names, academic backgrounds and experiences of the nominated director candidates are listed below:
In accordance with relevant regulations stipulated by the Securities and Futures Bureau, Financial Supervisory Commission, the professional qualifications and independence of the Company's board members are as follows:
| Criteria | |
|---|---|
| Criteria | 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 |
| Criteria | 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 |
| Criteria | Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company |
Note: If the director meets any of the following criteria in the two years before being elected or during the term of office, please check "●" the corresponding boxes.
| Criteria | |
|---|---|
| Criteria | 1. Not an employee of the Company or any of its affiliates. |
| Criteria | 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, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). |
| Criteria | 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 one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders. |
| Criteria | 4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). |
| Criteria | 5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). |
| Criteria | 6. Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company's director seats or shares with voting rights (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). |
| Criteria | 7. Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). |
| Criteria | 8. Not a director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). |
| Criteria | 9. Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the company or to any affiliate of the company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. |
| Criteria | 10. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company; |
| Criteria | 11. Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
| Criteria | 12. Not a government agency, juristic person, or its representative set forth in Article 27 of the Company Act of the ROC. |
| Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |