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Article 17
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The term "the board of directors or supervisors cannot independently perform their functions" as used in Article 9, paragraph 1, subparagraph 12 of these Criteria shall mean the occurrence of any of the following circumstances:
1. Any of the following conditions during the year to date on the part of persons acting as an independent director or independent supervisor of the company applying for listing that compromise their independence:
(1) Being an employee of the company applying for listing or a director, supervisor, or employee of an affiliated enterprise of the applicant company, except where the position of independent director or supervisor in the applicant company is held concurrently by the independent director or independent supervisor of its parent company or subsidiary.
(2) Directly or indirectly holding 1% or more of the total outstanding shares of the applicant company, or being one of the top ten natural person shareholders of the applicant company.
(3) Being a spouse or direct relation within the second degree of kinship of any of the persons in the preceding two subparagraphs.
(4) Being a director, supervisor, or employee of a juridical person shareholder that directly holds 5% or more of the total outstanding shares of the applicant company or being a director, supervisor, or employee of one of the top five juridical person shareholders.
(5) Being a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution that has financial or operational interactions with the applicant company.
(6) Being a professional, an independent contributor, a partner, or a company, or an executive director, partner, director, or manager of an institutional consortium or the spouse of same that provides financial, business, or legal or consulting services to the applicant company or an affiliated enterprise of same.
(7) Concurrently serving as an independent director or independent supervisor for a combined total of five or more other enterprises.
2. Where a person serving as independent director or independent supervisor of the applicant company has less than five years of the work experience required for the commercial, financial, legal, or corporate operations areas.
3. Where a person serving as independent director or independent supervisor of the applicant company has failed to receive training of three [course] hours per year to acquire professional knowledge in the areas of law, finance, or accounting and obtain relevant certification documents issued from any of the continuing education systems under (i), (ii), and (iv) of 3.(4) of the Exemplification of Directions Governing Implementation of Continuing Education for Directors and Supervisors of Listed and OTC Companies.
4. Where more than one-half of the total number of directors of the applicant company are mutually related as lineal relations of the first degree; or where more than two-thirds of the total number of directors of the applicant company are mutually related in any of the ways listed below, or where all of the supervisors of the applicant company are mutually related in any of the ways listed below or share with any one director such a relationship:
(1) Spouse
(2) Lineal relations within the second degree of kinship
(3) Collateral relations within the third degree of kinship
(4) Representatives of the same juristic person
(5) Associated person The provisions of subparagraph 4 of paragraph 1 shall also apply where the government or a juristic person is the shareholder, and in their capacity as government or juristic person are elected as director or supervisor and designate a natural person as representative to exercise those functions on their behalf, and shall also apply to their representatives who, in that capacity, are elected to serve as director or supervisor.
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