Independence Statement

Taiwan Mobile’s independent director must meet all 10 criteria below:

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 (unless the person is an independent director of the Company, the Company’s parent company or any subsidiary of the Company as established in accordance with the regulations of the country)
Criterion 3:
Not a shareholder whose total holdings, including those of his/her spouse and minor children, or shares held under others’ names reach or exceed 1 percent of the total outstanding shares of the Company or rank among the top 10 individual shareholders
Criterion 4:
Not a spouse or relative within second degree by affinity, or within three 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 any company that has financial or business relations 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 provides commercial, legal, financial or accounting services or consultations to the Company or its affiliates. However, members of the Compensation Committee are not covered by this restriction per Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter
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 Act
Criterion 10:
Not an institutional shareholder or its representative pursuant to Article 27 of the Company Act

Our target share of independent directors on the board is at least 40%, which is much higher than the Securities Exchange Act’s requirement of no less than three1 in number and no less than one-fifth of the total number of directors.

Note 1: The audit committee, composed entirely of independent directors, shall not have seats fewer than three.

Currently, the Company has 9 board members, of which 4 are independent directors who are all professionals from various industries. Our share of independent directors surpasses our target of 40%.

Board of Directors

TitleNameOver five years of experience in business, finance, legal and/or other areas related to the Company's businessIndependence criteria (Notes)No. of public companies in which he or she also serves as an independent director
Chairman Daniel M. Tsai v v         v v   v   0
Vice Chairman Richard M. Tsai v v         v v   v   0
Director San-Cheng Chang v v v v v v v v v v   0
Director Howard Lin v v   v v   v v v v   0
Director James Jeng * v     v v   v v v v   0
Independent Director Jack J.T. Huang v v v v v v v v v v v 3
Independent Director Hsueh-Jen Sung v v v v v v v v v v v 0
Independent Director Char-Dir Chung v v v v v v v v v v v 0

Note: * denotes executive director, the others are non-executive directors.

Election of Directors

The election of directors is based on the candidate nomination system which is regulated in Article 192-1 of Company Act and the Company’s Articles of Incorporation. The shareholders shall elect the directors from among the nominees listed on the roster of director candidates.