| Title： |
Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies(2007.10.16) |
| Date： |
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Article 2
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The total registered shares owned by the directors and supervisors of a public company shall not be less than the following percentage of total issued shares:
1.Where the paid-in capital of the company is NT$300 million or less, the total registered shares owned by all directors shall not be less than fifteen percent of the total issued shares; the total registered shares owned by all supervisors shall not be less than 1.5 percent of the total issued shares.
2.Where the paid-in capital of the company is more than NT$300 million but NT$1 billion or less, the total registered shares owned by all directors shall not be less than ten percent of the total issued shares; the total registered shares owned by all supervisors shall not be less than one percent of the total issued shares. However, where the total shareholding to be owned by directors and supervisors calculated using such method is less than the maximum prescribed in the preceding subparagraph, the maximum shareholding prescribed in the preceding subparagraph shall be applicable.
3.Where the paid-in capital of the company is more than NT$1 billion but NT$2 billion or less, the total registered shares owned by all directors shall not be less than 7.5 percent of the total issued shares; the total registered shares owned by all supervisors shall not be less than 0.75 percent of the total issued shares. However, where the total shareholding to be owned by directors and supervisors calculated using such percentage method is less than the maximum prescribed in the preceding subparagraph, the maximum shareholding prescribed in the preceding subparagraph shall be applicable.
4.Where the paid-in capital of the company is more than NT$2 billion, the total registered shares owned by all directors shall not be less than five percent of the total issued shares; the total registered shares owned by all supervisors shall not be less than 0.5 percent of the total issued shares. However, where the total shareholding to be owned by directors and supervisors calculated using such method is less than the maximum prescribed in the preceding subparagraph, the maximum shareholding prescribed in the preceding subparagraph shall be applicable.
The shareholdings of independent directors elected by a public company shall not be counted in the total referred to in the preceding paragraph; if a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent.
If a public company has set up an audit committee in accordance with the Act, the provisions on the minimum percentage requirements for the shareholding of supervisors in the preceding two paragraphs shall not apply.
If the independent directors of a public company other than a financial holding company, a bank regulated under the Banking Act, and an insurance company regulated under the Insurance Act exceed one-half of the total director seats, and an audit committee has been established in accordance with the Act, the provisions on the minimum percentage requirements for the shareholding respectively of all directors and supervisors in paragraphs 1 and 2 shall not apply.
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