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Sample Template of XXX Co., Ltd. Charter of the Nominating Committee  CH

Amended Date: 2015.01.26
Article 6     (Scope of duties)
    Pursuant to the preceding Article, Paragraph 1, Subparagraph 1, the Committee shall undertake the following tasks:
  1. Prescribing and reviewing on a regular basis the number and qualifications of the directors, supervisors and senior executives based on the scale and business nature of the Company, taking into account the expertise, skills, experience, gender and independence required of them.
  2. Identifying qualified candidates for director and supervisor positions based on the number and qualifications prescribed pursuant to the preceding subparagraph and presenting a list of such candidates to the board, and, with respect to candidates proposed by the shareholders or directors, conducting reviews in advance of their qualifications, education, working experience, background, and the existence of any matters set forth in Article 30 of the Company Act, after which the Committee presents the results, along with the list of suggested candidates, to the board for approval of a slate of director/supervisor nominees, later providing the slate of director/supervisor nominees as shareholders' reference in the election of directors and supervisors.
  3. In nominating independent directors, the Committee shall take note of the experience, professional qualifications, and integrity of the nominee (compared to other candidates), any concurrent position of director, supervisor, committee member or chairperson that the nominee may hold in another company, as well as whether the nominee meets the requirements for independent director set out in the Securities and Exchange Act and the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and as set by the Taiwan Stock Exchange Corporation or GreTai Securities Market; the prime consideration shall be that the nominee will act in the long-term interests of shareholders.
  4. Based on the number and qualifications set forth in Subparagraph 1, identifying competent candidates for senior executives, conducting review in advance, and present the results of the review and a recommended slate of senior executives to the board for approval.