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Election of Independent Directors

The election of independent directors is adopted by candidate nomination systems which are regulated in Article 192-1 of Company Act and the Company’s Articles of Incorporation.

The independent directors for the 7th term of Board of Directors were nominated by the Chairman and approved by the board meeting. Candidates’ qualifications had been submitted to the Company for the board’s reviews based on the criteria promulgated in Article 192-1 of Company Act. The independent directors were elected at the 2014 AGM from the candidates list. The elected independent directors were Jack J.T. Huang, Tsung-Ming Chung, Hsueh Jen Sung and Guu-Chang Yang.

Their respective qualifications were summarized as follows:

Name Over five years of experience in business, finance, legal and/or other areas related to the Company’s business
Independence criteria (Notes)
No. of public companies in which he or she also serves as an independent director
Jack J.T. Huang
Tsung-Ming Chung
V V V V V V V V V V 1
Hsueh Jen Sung
V V V V V V V V V V  0 
Guu-Chang Yang
V V V V V V V V V V 0

“V” denotes meeting the conditions specified above

Criterion 1:
Not an employee of the Company or its affiliated companies
Criterion 2:
Not a director or supervisor of the Company’s affiliated companies
Criterion 3:
Neither a shareholder that directly or indirectly owns more than 1% of the Company’s outstanding shares, nor one of the Company’s top 10 individual shareholders
Criterion 4:
Not a spouse or a relative within second degree by affinity, or within five degrees by consanguinity to any person specified in criteria 1 to 3
Criterion 5:
Neither a director, supervisor, or employee of an entity that directly and/or indirectly holds more than 5% of the Company’s shares, nor one of the Company’s top five shareholders
Criterion 6:
Not a director, supervisor, manager, or shareholder owning more than 5% of the outstanding shares of certain companies that have financial or business relationship with the Company
Criterion 7:
Not an owner, partner, director, supervisor, manager, or spouse of any of the aforementioned, of any sole proprietorship, partnership, company, or institution that provided financial, commercial, legal consultation, and other services to the Company or its affiliates within the past year
Criterion 8:
Not a spouse or relative within second degree by affinity to other directors
Criterion 9:
Not in contravention of Article 30 of the Company Law
Criterion 10:
Not an institutional shareholder or its representative pursuant to Article 27 of the Company Law