The phrase "the board of directors is unable to independently exercise their functions" as used in Article 9, paragraph 1, subparagraph 9 of the Rules means none of the following circumstances may be present:
The provisions of subparagraph 3 of the preceding paragraph shall also apply to the natural person who, when the government or a juristic person is the shareholder, and in its capacity as government or juristic person is elected as director, and designates a natural person as representative to exercise those functions on its behalf, and shall also apply to the government's or juristic person's representative who is elected to serve as director.
- A person serving as an independent director of the applicant company fails to satisfy any prerequisite set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
- Where a person serving as independent director of the applicant company has failed to receive training of 3 [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 Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.
- Where more than one-half of the directors of the applicant company are mutually related in any of the following ways:
- Relatives within the second degree of kinship.
- Representatives of the same juristic person.
The provisions of subparagraph 3 of paragraph 1 shall not apply when the relationship set out in item 3 of that subparagraph exists between more than half of the directors and with the approval of the competent authority for the relevant industry.