1. Profile of the Directors
The Company Act stipulates that corporate
directors are responsible for the management of the company
of which they are a director. Some of directors work full-time
for the Company.
Many directors, including large shareholders of the Company,
are also representatives of other legal entities. This practice
is permitted under the Company Act. A director who serves
as a representative of a legal entity may be removed or replaced
at any time at the discretion of that particular legal entity.
Currently, three directors are representatives of other legal
entities.
Four out of nine directors are independent directors. They
are all the members of the Audit Committee.
2. Independence of Independent Directors
All independent directors are independent as defined by the Taiwan Stock Exchange Listing Rules and NYSE Listing Standards. The board of directors, however, may waive certain independence requirements under the NYSE listing standards if the board believes that certain facts would not impair a director's exercise of his or her independent judgment.
3. Election of the Board of
Directors
Directors are elected by shareholders by means of cumulative voting, for which the number of votes granted to each share is equal to the number of candidates. The shareholder can cast all of his or her votes for the same candidate or distribute them between several candidates, including write-in candidates, as he or she wishes. All registered shareholders have equal voting rights corresponding to the number of shares held. Treasury shareholders are not allowed to vote.
The directors' terms are for three years and all are elected at the same time. All directors were elected in June 2009. The next election for directors and supervisors is expected to be in 2012.
4. Size and Term Limits
The Company currently has nine directors. The size of the Board of Directors will be increased or decreased to reflect the workload of the Board and the availability of qualified directors.
A director may be re-elected consecutively. There are presently no term limits for directors.
5. Directors Compensation and Ownership
Remuneration for all directors is decided
at a meeting of shareholders. Compensation shall be comparable
to other firms in the Company's industry and is not dependent
on the Company's profitability.
According to the Company's Bylaws, compensation for all
Board Directors currently is 0.1% of earnings in terms of
cash.
Directors, in aggregate, must own at least 1% of issued
and outstanding shares. The largest shareholder, Hsun Chieh
Investment Company, held approximately 3.4% of issued shares.
Directors are prohibited from entering into contracts with
the Company or any of its subsidiaries stipulating the receipt
of benefits upon the end of their tenure.
