独立取締役選任情報
To ensure a just, fair, and open election of directors, the “Procedures” is adopted pursuant to Articles 21 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.”
Except as otherwise provided by law and regulation or by the Company’s articles of incorporation, elections of directors shall be conducted in accordance with the “Procedures.”
The overall composition of the board of directors shall be taken into consideration in the selection of the Company’s directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience.
Each board director shall have the necessary knowledge, skill, and experience to perform his/her duties; the abilities that must be present in the board as a whole are as follows:
- Ability to make operational judgment
- Ability to perform accounting and financial analysis
- Ability to conduct management administration
- Ability to conduct crisis management
- Knowledge of the industry
- An international market perspective
- Ability to lead
- Ability to make policy decisions
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The Company’s board of directors shall consider adjusting its composition based on the results of performance evaluation.
The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and shall be conducted in accordance with Article 24 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.”
Elections of the Company’s directors shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. Do not request additional supporting documents of qualifications arbitrarily for reviewing the qualifications, work experience, educational background, and the existence of any of the conditions listed in Article 30 of the Company Act; also, the review results shall be provided to shareholders for reference in order to elect competent directors.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, the relevant requirements of the “Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings,” or Subparagraph 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1of the Taipei Exchange Rules Governing the Review of Securities for Trading on TPEx,” a by-election shall be held at the next shareholders meeting to fill the vacancy. When all the independent directors are dismissed, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
The cumulative voting method shall be used for election of the Company’s directors. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
The board of directors shall prepare ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
The number of directors will be as specified in the Company’s articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
If the candidate is a shareholder, the voter shall fill in the candidate’s account name and shareholder account number in the electee column of the ballot; if the candidate is not a shareholder, the candidate’ name and ID Card No. shall be filled in. However, when the government or legal person shareholder is the candidate, the name of the government or legal person shall be filled in the electee column of the ballot, or the name of the government or legal person and the name of its representative; when there are several representatives, the name of each representative should be stated individually.
A ballot is invalid under any of the following circumstances
- The ballot was not prepared by the board of directors.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate who is a shareholder and his/her account name and shareholder’s account number entered in the ballot does not conform to the director candidate list. The candidate who is not a shareholder and his/her name and ID Card No. entered in the ballot are inconsistent after verification.
- Other words or marks are entered in addition to the candidate’s account name (name) or shareholders’ account name (ID Card No.), and voting rights allotted.
- The candidate’s name is the same as that of other shareholders without the shareholder account number or ID Card No. available for identification.
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
The Company’s board of directors shall issue notifications to the persons elected as directors.
The “Procedures,” and any amendments hereto, shall be implemented after approval by a shareholders meeting.