Committees
Nomination Committee
The Company established the Nomination Committee in January 2024. The committee consists of five directors (including three independent directors). For the professional qualifications and experience of the members, please refer to the introduction of the director members.
| The Nomination Committee aims to strengthen the director selection mechanism, build a diversified and professional board of directors, and assist the board of directors in selecting independent director candidates. Its main responsibilities are as follows: | |
| 1. | Search for suitable director candidates, propose a list of director candidates to the board of directors, and conduct research on matters such as the qualifications, academic background, and whether the director candidates recommended by shareholders or directors have the circumstances listed in Article 30 of the Company Law. Review in advance, and submit the review results and the recommended reference list of director candidates to the board of directors for approval, and provide the reference list for the shareholders' meeting to elect qualified directors. For director candidates recommended by shareholders holding more than 1% of the Company's total issued shares, if the committee decides not to include them in the recommendation list after their review, the name of the relevant shareholder and the reasons for the committee's rejection shall be disclosed. When nominating candidates for independent directors, attention should be paid to the qualifications, professionalism, integrity and compliance of the nominee (compared to other candidates) with the Securities and Exchange Act, and Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies (a.k.a. Taiwan Stock Exchange requirements for independent directors). The independent directors’ decisions must be based on the long-term interests of shareholders, and the company should disclose their current and past three years' experience as directors, committee members or chairpersons of other companies. |
| 2. | Review the qualifications and potential conflicts of interest of board member candidates, and recommend candidates to the board of directors. |
| 3. | Advice corporate governance code of practice. |
| The terms of office of the convener of this committee and its members shall be consistent with the terms of directors, with a three-year term as the principle. | |
Operations of the Nomination Committee
The term of the current committee members is from June 28, 2024 to June 27, 2027.
There have been three meetings in 2024, and the attendance of members is as follows:
There have been three meetings in 2024, and the attendance of members is as follows:
| Title | Full name and identity | Actual attendance by count(B) | Number of no-shows or delegated attendance | (%) (B/A)Actual attendance rate | Remark |
|---|---|---|---|---|---|
| Convener | Cai Wen-Zhi Independent Director | 2 | - | 100.00 | Resigned on 2024.06.28, should attend 2 times. |
| Convener | Li Wen-Chang Independent Director | 1 | - | 100.00 | Assumed office on 2024.06.28, should attend 1 time. |
| Committee member | Wu Yu-Ti Independent Director | 3 | - | 100.00 | - |
| Committee member | Yang Fu-Hsuan Independent Director | 3 | - | 100.00 | - |
| Committee member | C.T. Lin Chairman | 3 | - | 100.00 | - |
| Committee member | Jane Lin Director | 3 | - | 100.00 | - |
