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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 Corporation'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:
1. 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 to include in the company's proxy form 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.
2. 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.
3. 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.
4. 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 Corporation would be prejudiced.
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