Information pertaining to the election of independent directors (in accordance with the Securities and Exchange Act)
As stated in Paragraph 1 of Article 14-2 of the Securities and Exchange Act: “A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. The Competent Authority, however, shall as necessary in view of the company's scale, shareholder structure, type of operations, and other essential factors, require it to appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors.” Therefore, the Company’s Articles of Incorporation stipulates that the Taiflex Board of Directors shall be three independent directors at least, who are selected through a nomination and election process.
Pursuant to the Article 192-1 of Company Act, Taiflex publicly announced on the Market Observation Post System that shareholders who hold 1% or more of the total number of shares issued by the Company are qualified to submit in writing a roster of independent director candidates to the Company between January 11th, 2020 and January 20th, 2020. During the nomination period, no shareholders proposed a list of candidates for directors (including independent directors). The board of directors proposes the list of candidates for the 9th directors (including independent directors).
Title | Name | Academic Qualifications and Principal Work Experience | Positions Held Concurrently In The Company and/or Any Other Company |
Independent Director | Wen-I Lo |
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Independent Director | Duen-Jen Cheng |
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Independent Director | Shi-Chern Yen |
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At least Five Years of Work Experience And Following Qualifications |
Independence Status (*1) | Qualifications Name |
An Instructor or Higher Position in Commerce, Law, Finance Accounting or Other Department Relevant to Company Operations (of Either Public or Private University/ College) | Judge, Public Prosecutor, Lawyer, Accountant or Other Professional or Technical Specialists With a National Examination Certificate in a Profession Necessary to Company Operations | Work Experience in the Field of Commerce, Law, Finance, Accounting or Other Area Relevant to Company Operations | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 |
Wen-I Lo | No | Yes | Yes | v | v | v | v | v | v | v | v | v | v |
Duen-Jen Cheng | No | No | Yes | v | v | v | v | v | v | v | v | v | v |
Shi-Chern Yen | Yes | Yes | Yes | v | v | v | v | v | v | v | v | v | v |
(1) The director/supervisor is not an employee of the Company or any of its affiliated companies.
(2) The director/supervisor does not serve as member of the Board of Directors or supervisor of the Company or any of its affiliated companies. This does not apply to those who serve as an independent director of the Company, its parent company or any subsidiary company, which the Company owns directly or indirectly over 50% of its voting shares.
(3) The director/supervisor, his or her spouse or any minor children, or, under the name of another party, does not hold 1% or more of the Company’s issued shares, or does not be one of the Company’s top ten largest natural-person shareholders.
(4) The director/supervisor is not the spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship of any of the persons mentioned in the preceding three conditions.
(5) The director/supervisor does not serve as a director, supervisor or employee of a corporate shareholder that holds 5% or more of the issued shares of the Company, or serve as a director, supervisor or employee of a corporate shareholder which is the Company’s top five largest natural-person shareholders.
(6) The director/supervisor does not serve as a director, supervisor or manager of the company which has financial or business relationships with the Company, or as a shareholder holding 5% or more shares of the company that has financial or business relationships with the Company.
(7) The director/supervisor does not serve as a professional or an owner, partner, director, supervisor, manager or the spouse thereof, that provides commercial, legal, financial, accounting services or consultation to the Company or any of its affiliations.
(8) The director/supervisor does not have a marital relationship with, or is related within the second degree of kinship to any other director of the company.
(9) The director/supervisor is not defined by any of the conditions listed in Article 30 of the Company Act.
(10) The elected individual is not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
Title | Candidate | Votes obtained |
Independent Director | Chein-Ming, Hsu | 124,670,227 |
Independent Director | Wen-I Lo | 124,661,107 |
Independent Director | Shi-Chern Yen | 124,606,239 |