The special committee shall have not fewer than three members, one of whom shall be the convener. If the public company has independent directors, the special committee shall be composed of the independent directors. If it does not have independent directors, or the independent directors do not meet the qualifications set out in paragraph 2, or the number of independent directors is insufficient, it shall be composed of members selected by the board of directors.
The qualifications of the special committee members shall comply with the requirements of Articles 2 and 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and a committee member may not be a related party of any counterparty of a merger or acquisition transaction, nor have a relationship of interest that could affect the member's independence.
The term "related party" as used in the preceding paragraph and in Article 6, paragraph 2 shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.