Independent Director Selection Information

Independent Director Selection Information

The Company adopted the candidate nomination system of Article 192-1 of the Company Act for election of the independent directors and stipulated in the Articles of Association of the Company.
The nominated director candidates were evaluated by the qualified independent director criteria and resolved by Board of Directors, and were elected by the shareholders’ meeting in 2018.
The list of independent directors selected at the shareholders' meeting in 2018 and their candidacy conditions are in line with the circumstances, as shown in the following table:

Criteria

Name
Whether it has more than five years working experience and meets one of the following professional qualifications Independence Criteria(Note 1) The number of independent directors serving concurrently as other public offering companies
An Instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the necessary for the business activities of the Company in a public or private colleges and universities A judge, public prosecutor, lawyer, certified public accountant or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business activities of the Company Have working experience in the area of commerce, law, finance, accounting or other necessary for the business activities of the Company 1 2 3 4 5 6 7 8 9 10
TSAI, YU-PING
(@Edward Tsai)
(Note 2)
  ---
LIN, HUNG
(@Vincent Lin)
(Note 2)
    ---
YU, HSUEH-PING
(@Peggy Yu)
    1
Note 1:Each independent director shall not have one of the following events during the two years prior to the election and during his term of office:
  1. An employee of the company or any of its affiliated enterprises;
  2. A director or supervisor of the Company or its affiliated enterprises (except where the person is an independent director of the Company or its parent company or a subsidiary company established under this Act or a local law);
  3. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings;
  4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs;
  5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or that holds shares ranking in the top five in holdings;
  6. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company;
  7. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the Company, or a spouse thereof, provided that this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the TWSE or Traded on the GTSM;
  8. A spouse or relative within the second degree of kinship of any other directors;
  9. Any of the circumstances in the subparagraphs of Article 30 of the Company Act;
  10. Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

Note 2:Among Independent Directors, Mr. TSAI, YU-PING (@Edward Tsai) and Mr. LIN, HUNG (@Vincent Lin) have served as independent directors of the Company for 3 terms. The Company has announced the results of the review in accordance with the related regulations and the reason for continuing to nominate its independent director on Market Observation Post System (MOPS) of TWSE, and also elaborate the aforesaid at the shareholders meeting in 2018 for reference for shareholders' selection. The reasons the Company continued to nominate Mr. TSAI, YU-PING(@Edward Tsai) and Mr. LIN, HUNG(@Vincent Lin) to serve as independent directors as follows:
  1. Mr. TSAI, YU-PING (@Edward Tsai), a Juris Doctor from Santa Clara University of California, USA, with legal expertise and practice, who has taught as the Associate Professor of the Law Department at National Chung Hsing University and worked as a lawyer for Baker & McKenzie Law Firm and Diepenbrock, Wulff, Plant, and Hannegan Law Firm, California, and served as the Chief Strategy Officer of Allianz- President Insurance Group, the President of Allianz-President General Insurance Co., Ltd.., the President and CEO of President Securities Investment Trust Co., Ltd.., and is currently the Chairman of Paradigm Venture Partners, L.L.C., who is responsible for venture capital investment and management. Investment sectors covered semiconductor, communications, software, optoelectronics, biotechnology, medical equipment, aerospace, and materials industries.
    Mr. TSAI, YU-PING (@Edward Tsai) has expertise in law, finance, technology industry management and corporate governance, which will help the Company to provide industry analysis and integration, risk management, legal strategy / compliance and management decision-making opinions on the operation and management. The aforesaid are the reasons for the Company to continue the nomination of the candidate as an independent director so he could continue to bring his legal, financial and technology industry management expertise in the exercise of his duties as an independent director and audit committee to enhance the quality of the Company's corporate governance and the supervision of the audit committee.
  2. Mr. LIN, HUNG (@Vincent Lin), Executive Master of Business Administration (EMBA) of National Cheng Chi University, is currently the Chairman of Hua Shuai Hospitality Management Consulting Co. Ltd., the President of Harbor View Hotel, and the Chairman of Dragonfly Gallery Co., Ltd.. and serves as the President of Ahotel, Taiwan Fine Business Travel Alliance and the Director of the National Federation of the Republic of China Hotel Association. He is committed to the success of the tourism hotel service industry with his familiarity with commercial laws and expertise in corporate governance. The company expects to leverage on his experience and vision in different industry management and to provide timely management and advice so that the Company can take into account the stakeholders (shareholders, employees, customers, and vendors, financial institutions, and communities, etc.,) to improve the supervision and management quality of the board of directors and the audit committee.