Election of Independent Directors
Information Regarding the Selection of Independent Directors by the Company According to the Qualifications Stipulated in the Securities and Exchange Act
I. Method of Nomination and Selection
As stipulated in Article 14-2, paragraph 1 of the Securities and Exchange Act: “A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. The Competent Authority, however, shall as necessary in view of the company's scale, shareholder structure, type of operations, and other essential factors, require it to appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors."Accordingly, the Company passed the amendments to the Company's Articles of Incorporation at the Annual Shareholders' Meeting in 2006, adopted a candidate nomination system for the election of directors, and added Article 18-1 to establish independent directors according to the regulation of the Securities and Exchange Act.
II. Nomination Process
In accordance with the provisions of Article 172-1, Article 192-1, and Article 216-1 of the Company Act, the Company published at the Market Observation Post System (MOPS) on April 6, 2021, that the "2021 Annual Shareholders' Meeting Received the Slate of Director and Supervisor Candidates Nominated by Shareholders."Shareholders holding more than 1% of the issued shares of the Company may submit a slate of director candidates (including independent directors) to the Company in writing during the nomination period from April 16 to 26, 2021.
At the expiration of the announcement period, only the Board of Directors nominated Chung-Chi Wen, Yu-Ching Tsai, Jung-Hui Liang, and Meng-Jou Wu as independent director candidates of the Company. On May 10, 2021, the Board of Directors passed the qualification review of Chung-Chi Wen, Yu-Ching Tsai, Jung-Hui Liang, and Meng-Jou Wu.
III. Candidate Information
| No. | Name | Academic background | Experience |
|---|---|---|---|
| 1 | Chung-Chi Wen | Master of Law, Graduate School of Law, Chinese Culture University | Attorney of Wen Chung-Chi Law Firm |
| 2 | Yu-Ching Tsai | Graduate School of Accounting, National Taiwan University | Partner CPA of Everwell & Co., CPAs. |
| 3 | Jung-Hui Liang | Ph.D. in Finance, Graduate School of Business Administration, National Taiwan University of Science and Technology | Adjunct Professor, Department of Finance, Chinese Culture University |
| 4 | Meng-Jou Wu | Master of Economics, School of Management, Michigan State University | Attorney of Fach Law Firm |
IV. Selection Process and Results
When the Company re-elected directors at the Annual Shareholders' Meeting on July 27, 2021, seven directors were elected, including four independent directors. The number of voting rights for four independent directors is as follows :
| No. | Name of the candidate | Number of votes won by elected director |
|---|---|---|
| 1 | Chung-Chi Wen | 38,582,198 |
| 2 | Yu-Ching Tsai | 38,436,768 |
| 3 | Jung-Hui Liang | 38,397,366 |
| 4 | Meng-Jou Wu | 38,573,058 |