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Article 5
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(Functions of the Committee)
With authorization from the board of directors (below, "the board"), the Committee shall exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion:
- Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, supervisors and senior executives, and finding, reviewing, and nominating candidates for directors, supervisors, and senior executives based on such standards.
- Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.
- Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives.
- Establishing corporate governance guidelines of the Company.
If a member of the Committee has a stake in performing the duties in the preceding paragraph, he/she shall state the important aspects of its stake in the meeting of the Committee concerned, and where there is a likelihood that the interests of this Company would be prejudiced, he/she may not participate in discussion or voting, shall recuse himself/herself from any such discussion and voting, and may not exercise voting rights as proxy on behalf of another member of the Committee. A member of the Committee is deemed to have a stake in a matter in which his/her spouse, a blood relative of the member’s within the second degree of kinship, or a company in a controlling/subordinate relationship with the member has a stake.
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 on the Market Observation Post System.
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Article 6
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(Scope of duties)
Pursuant to the preceding Article, Paragraph 1, Subparagraph 1 of, the Committee shall undertake the following tasks:
- Prescribing and reviewing on a regular basis the number and qualifications of the directors, supervisors and senior executives based on the scale and business nature of the Company, taking into account the expertise, skills, experience, gender and independence required of them.
- Identifying qualified candidates for director and supervisor positions based on the number and qualifications prescribed pursuant to the preceding subparagraph, presenting a list of such candidates to the board, conducting careful reviews of the qualifications of the nominees and the existence of any matters set forth in Article 30 of the Company Act, and acting in accordance with Article 192-1 of the Company Act.
- In nominating independent directors, the Committee shall take note of the experience, professional qualifications, and integrity of the nominee (compared to other candidates), any concurrent position of director, supervisor, committee member or chairperson that the nominee may hold in another company, 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.
- Based on the number and qualifications set forth in Subparagraph 1, identifying competent candidates for senior executives, conducting review in advance, and present the results of the review and a recommended slate of senior executives to the board for approval.
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