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Sample Template of XXX Co., Ltd. Charter of Nominating Committee for Directors and Supervisors(2012.06.22) |
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Article 1
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(Basis for adoption)
To ensure a sound system for nominating directors and supervisors of this Company, the Organizational Charter of the Nominating Committee (below, "this Charter") is adopted pursuant to Article 27, paragraph 3 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
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Article 2
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(Scope of application)
Except as otherwise provided by law and regulation or by the articles of incorporation, matters relating to the official powers of the Nominating Committee (below, "the Committee") shall be handled in accordance with this Charter.
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Article 3
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This Company shall make the content of this Charter available on its website for public reference.
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Article 4
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(Functions of the Committee)
With authorization from the board of directors (below, "the board"), the Committee shall assist the board with the following matters:
- Finding, reviewing, and nominating candidates for directors and supervisors.
- Establishing and developing the organizational structure of the board to ensure it is appropriately organized.
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Article 5
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(Committee composition)
The Committee shall be composed of at least three directors selected by the board of directors from among themselves, at least one of whom shall be an independent director and shall serve as the convener and chair of the Committee.
The term of a Committee member, except as otherwise provided by law and regulation or this Company's articles of incorporation or bylaws, shall extend from the date of the director's selection as Committee member by the board to the date of expiration of the director's term, the director's resignation from the committee or the directorship, or the director's replacement by another director selected as Committee member by the board.
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Article 6
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(Scope of duties)
Pursuant to Article 4, the Committee's principal duties are as follows:
- Identifying qualified candidates for director and supervisor positions and presenting a list of such candidates to the board, and, with respect to candidates proposed by the shareholders or directors, conducting advance reviews 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 shareholders attending the shareholders meeting with the slate of director/supervisor nominees as their reference in the election of directors and supervisors. It is advisable for the company to disclose, within two days counting inclusively from the date of the nominations by the Committee, the standards or bases on which the Committee nominated the director and supervisor candidates and biographical and other relevant information about each candidate in the slate of nominees. If a director/supervisor candidate proposed by a shareholder holding 1 percent or more of the total number of issued shares is reviewed by the Committee and the Committee decides not to include this candidate in the slate of director/supervisor nominees, the name of the proposing shareholder and the reason for rejection shall be disclosed. In nominating independent directors, the Committee shall take note of the experience, professional qualifications, and integrity of the nominee (relative to other candidates), 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, and the Company shall disclose any experience that any of the candidates has had of serving, currently or within the past 3 years, as a director, supervisor, or committee member or chair, of another company.
- Prescribing standards for establishment and recommending an organizational charter for each committee under the board of directors, reviewing these standards and charters at least once every year, and presenting timely recommendations to the board regarding amendments.
- Reviewing the qualifications of member candidates for each board committee and any potential conflict of interests, and recommending to the board new members and candidates for the conveners of each committee.
- Undertaking reviews of the qualifications of the convener and the members of each board committee every year and providing recommendations to the board on the necessity of replacements. The terms of the conveners and the members of each board committee shall be consistent with the terms of the directors and supervisors, and in principle shall be 3-year terms.
A member of the Committee shall recuse himself or herself from any matter set out under the preceding paragraph when the matter concerns his or her personal interest, or when there is a likelihood that the interests of this Company would be prejudiced.
To decline to adopt a recommendation of the Committee, the board of directors shall require the agreement of a majority of the directors in attendance at a meeting attended by two-thirds or more of all of the directors. In such event, the Company shall specify the details and cause of the discrepancy in the board meeting minutes, and within two days counting inclusively from the date of the board meeting resolution, shall furthermore carry out public announcement and reporting through the information reporting website designated by the competent authority.
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Article 7
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(Meetings)
The Committee shall convene at least twice a year, and may call a meeting at its discretion whenever necessary. The Committee members shall attend the meeting in person or via telecommunications. As circumstance require, the Committee may request management-level personnel of relevant departments to attend the meeting and provide related information. Meeting agendas shall be sent to the Committee members in advance of the meeting, and the meeting minutes shall be submitted to the board.
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Article 8
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(Committee convener and procedures for calling meetings)
If the Committee convener is on leave, unable to convene a meeting for any reason, or required to recuse himself/herself pursuant to Article 6, paragraph 2, the convener shall appoint another independent director on the Committee to act as convener, or, when necessary, may appoint an independent director that is not a member of the Committee to act as convener. If the convener does not make such an appointment, the other Committee members shall select one independent director to serve as convener. In calling a Committee meeting, a notice setting out the reasons for the meeting shall be given to the Committee members and supervisors earlier than 7 days in advance of the meeting. In emergency circumstances, however, the meeting may be called on shorter notice.
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Article 9
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(Drafting meeting agendas)
The Committee's meeting agenda shall be drafted by the convener. Other members may also propose motions to the Committee for discussion.
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Article 10
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(Resolution method and meeting minutes)
Except as otherwise provided by law and regulation or by this Company's articles of incorporation and bylaws, a resolution of the Committee requires the approval of a majority of the members present at the meeting attended by two-thirds or more of all Committee members. When a matter comes to a vote at a Committee meeting, if upon inquiry by the meeting chair no member voices an objection, the matter will be deemed approved, with the same effect as approval by vote. Resolutions at a Committee meeting shall be recorded in the meeting minutes, which shall bear the signature or seal of both the chair and the minute-taker. Within 20 days after the meeting, a copy of the minutes shall be distributed to each Committee member and submitted to the board. The meeting minutes shall faithfully record the year, month, day, and place of the meeting, the chair's full name, the resolution method, and the main points and results of the meeting, and shall be retained for 1 year. If, however, a shareholder files a lawsuit with respect to director's election, the minutes shall be retained until the conclusion of the litigation.
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Article 11
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(Resources for the exercise of the Committee's powers)
The Committee may resolve to retain the service of an attorney, professional human resources agency, investment bank, certified public accountant, or other professionals to provide advice with respect to matters in connection with Articles 4 and 6. The costs of their services shall be borne by this Company.
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Article 12
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(Obligations of Committee members)
The Committee members shall exercise the due care of good administrators to faithfully perform the duties prescribed in this Charter, and shall be accountable to the board and submit their proposals for resolution by the board of directors.
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Article 13
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(Delegation of powers by the Committee)
The execution of tasks relating to resolutions adopted by the Committee may be delegated to the convener or other Committee members for follow-up, with a written or verbal report to be presented to the Committee during the implementation period. When necessary, the matter shall be presented for ratification or a report made at the next meeting of the Committee.
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Article 14
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(Enforcement)
This Charter, and any amendments hereto, shall come into force after approval by the board of directors.
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