1. Profile of the Directors and Supervisors
Taiwan's Company Law stipulates that corporate
directors are responsible for the management of the company of which they
are a director. The majority of directors work full-time for the corporation.
Many directors and supervisors, including large shareholders of the company,
are also representatives of other legal entities. This practice is permitted
under Taiwanese Company Law. 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, four directors and three supervisors
are representatives of other legal entities.
2. Independence of Supervisors
All Supervisors are independent as defined
by the Taiwan Stock Exchange Listing Rules. Supervisors are not allowed
to concurrently serve as directors, officers or employees of the corporation.
3. Election of the Board of Directors and
Supervisors
Directors and Supervisors 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' and supervisors' terms are for three years and all are
elected at the same time. All directors and supervisors were elected
in June 2004. The next election for directors and supervisors is expected
to be in 2007.
4. Size and Term Limits
The corporation presently has nine directors and
three supervisors. The size of the Board of Directors and number of
Supervisors will be increased or decreased to reflect the workload of
the Board and the availability of qualified directors and supervisors.
A director or supervisor may be re-elected consecutively. There are
presently no term limits for directors or supervisors.
5. Directors and Supervisors Compensation
and Ownership
Remuneration for all directors and supervisors 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
corporation's profitability. According to the Company's' Bylaws, compensation
for all Board Directors and Supervisors currently is 0.1% of earnings
in terms of cash.
Directors and supervisors, in aggregate, must own at least 5% and 0.5%,
respectively, of issued and outstanding shares. The largest shareholder,
Hsun Chieh Investment Company, held approximately 3.12% of issued shares.
Directors and supervisors are prohibited from entering into contracts
with the corporation or any subsidiaries stipulating the receipt of
benefits upon the end of their tenure.
