|
Article 6
|
(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.
|