Corporate Governance

Selection of Independent Directors

The Company's Articles of Incorporation clearly stipulate the nomination and selection method for independent directors as follows:

Article 13

The Company shall have between five and nine directors, all of whom are elected by the shareholders’ meeting from among persons with legal capacity. The term of office for directors is three years, and they may be re-elected consecutively. During their term, the Company may purchase liability insurance for the directors, with the coverage subject to approval by the Board of Directors. The election of directors is conducted using the cumulative voting method by open ballot. Each share carries voting rights equal to the number of directors to be elected, and these votes may be cast for a single candidate or distributed among multiple candidates. Those receiving the highest number of votes representing voting rights shall be elected as directors. Should there be a need to amend this method, the proposal shall comply with Article 172 of the Company Act and other applicable provisions, and the meeting notice shall include a description of the main content of such proposed amendments.

Article 13-1

The number of independent directors shall not be fewer than three, and they shall not constitute less than one-fifth of the total number of directors.
The election of all directors of the company shall adopt a candidate nomination system, and related matters such as acceptance and public announcement will be handled in accordance with applicable laws and regulations.
The professional qualifications, shareholding and concurrent positions restrictions, determination of independence, nomination methods, and other required procedures for independent directors will be handled in accordance with the regulations of the securities regulatory authorities.
Independent directors and non-independent directors will be elected together, with the elected number being calculated separately for each group.

Information on the professional qualifications and independence of independent directors

Note 1: If each director meets the following conditions within the two years prior to their election and during their term of office, please mark "。" in the blank space under each condition: 

(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. The same does not apply, however, in case where the person is an independent director of the company, its parent company or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary. 

(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 issued shares of the company or ranks as one of its top ten shareholders. 

(4) Not a manager of (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of (2) or (3). 

(5) Not a director, supervisor or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company or ranks as one of its top five shareholders or was appointed pursuant to Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in case where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.) 

(6) Not a director, supervisor, or employee of another company where a majority of the Company’s directorships or voting shares and those of another company are controlled by the same person (except for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations). 

(7) Not the same person as the Company’s Chairman, President or person with equivalent position or the director (managing director), supervisor or employee of company or institution of the spouse thereof. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.) 

(8) Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% and no more than 50% of the total issued shares of the Company and for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations). 

(9) Not a professional individual who or an owner, partner, director (managing 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 in the most recent 2 years with an accumulated service compensation of less than NT$500 thousand or a spouse thereof. This restriction does not apply to any member of the Compensation Committee, public tender offers Audit Committee or mergers and acquisition special committee, who exercises powers pursuant to relative regulations of the Securities and Exchange Act and Business Mergers and Acquisitions Act. 

(10) Not having a marital relationship or a relative within the second degree of kinship to any other director of the Company.

(11) Does not meet any descriptions stated in Article 30 of the Company Act.

(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.