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Independent Director Election Status

Regulations for the Appointment of Independent Directors

  1. According to the regulations of the “Applicable Scope for the Appointment of Independent Directors Required for TWSE/TPEx Listed Companies” adopted by the Financial Supervisory Commission (FSC), a bank issuing stocks in accordance with the Securities and Exchange Act shall specify in its articles of incorporation provisions for the appointment of independent directors. The number of independent directors shall not be less than two and shall not be less than one-fifth of the total number of directors.
  2. Consequently, the Company cooperatively further includes requirements related to the appointment of independent directors in the Articles of Incorporation, which has been approved in the ordinary shareholders’ meeting on June 15, 2007.
  3. In addition, according to the regulation specified in Jin-Guan-Zheng-Fa-Zi No. 10200531121 Letter of FSC dated December 31, 2013, upon the expiration of the term of office of the 23rd term of directors and supervisors of the Company, an Audit Committee shall be established in place of the supervisors. Consequently, to cope with relevant regulations and laws, the Company has amended provisions related to the appointment of independent directors in the Articles of Incorporation, such that starting from the 24th term, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the total number of directors, which has been approved in the 1st extraordinary shareholders’ meeting on December 8, 2014.

Nomination and Election Method

  1. According to Article 18 of these Articles of Incorporation, the Board of Director of the Bank shall comprise eleven to fifteen directors. Starting from the 28th term, the number of independent directors shall not be less than five and shall not be less than one-third of the total number of directors. In addition, the candidates’ nomination system shall be adopted, and independent directors shall be elected by the shareholders’ meeting from the independent directors’ candidate roster. 
  2. The Company re-elected the 28th term of directors in the 2026 ordinary shareholders’ meeting, and a total 11 directors (including 5 independent directors) were elected, with a term of office of three years starting from June 19, 2026 to June 18, 2029.  
  3. According to Article 192-1 of the Company Act, on March 30, 2026 (i.e. prior to the share transfer suspension date dedicated before the meeting date of shareholders’ meeting), the Company announced in a public notice, the period for accepting the nomination of independent directors, the quota of independent directors to be elected, the place designated for accepting the roster of nominated candidates and other necessary matters, and any shareholder holding 1 percent or more of the total number of outstanding shares issued by the Company may submit to the Company in writing a roster of independent candidates, provided that the total number of candidates so nominated shall not exceed the quota of the independent directors.

Nomination Process

  1. The period for accepting the nomination of independent directors of the Company: Starting from April 2, 2026 to April 15, 2026. During the nomination acceptance period, a total of 5 independent director candidates nominated by shareholder Ministry of Finance, which were reviewed and approved in the 37th meeting of the 27th term of the board of directors’ meeting of the Company on April 30, 2026, followed by submission to the 2026 ordinary shareholders’ meeting for election. 

Independent Director Candidates

  1. No.
    Name
    Education
    Experience
    Current Position
    Number of shares held
    1
    Wu, Yu-Shueh

    • Master of Management, National Taiwan University 

    • Master of Laws, National Defense University

    • National Compensation Panel Member, National Immigration Agency, Ministry of the Interior 

    • Secretary-general, Taiwan Bar Association, R.O.C. 

    • Commission Member, Central Election Commission 

     • Consultant, Public Service Pension Fund Management Board 

    • Committee Member, Law and Regulation Commission, Council of Labor Affairs, Executive Yuan 

    • Lecturer, Department of Law, Ming Chuan University 

    • Lecturer, Central Police University 

    • Senior Clerk, Central Trust of China 

    • Managing Director (Independent Director), Chang Hwa Bank 

    • Attorney-at-Law, JIN-YI Law Firm 

    • Independent Director, China Metal Products Co., Ltd.  
    88,833
    2
    Lee, Shu-Hua

    Ph. D., National Taiwan University Department and Graduate Institute of Accounting

    • Associate Professor/ Assistant Professor, National Taipei University Department of Accountancy 

    • In-Charge, Deloitte Touche Tohmatsu Limited 

    • ROC CPA 

    • Independent Director, Chang Hwa Bank 

    • Associate Dean, College of Business, and Professor and Chair, Department of Accountancy, National Taipei University 

    • Director, Taiwan Insurance Guaranty Fund 

    • Committee Member, Taiwan Financial Reporting Standards Committee, Accounting Research and Development Foundation 

    • Committee Member, Financial Accounting Issues Task Force, Accounting Research and Development Foundation 

    • External Reviewer, Securities Listing Review Committee, Taiwan Stock Exchange Corporation 
    0
    3
    Huang, Chao-Kuei
    Ph. D., Business Administration, National Cheng Kung University

    • Director, Master Program of International MBA, National Kaohsiung University of Science and Technology 

    • Deputy Dean, College of Management, National Kaohsiung University of Science and Technology 

    • Project Investigator, University of Blockchain Research Initiative (UBRI), Ripple Impact Fund 

    • Part-Time Professor, Program of International Management, FHWS Germany-Erasmus+ and European Solidarity Corps 

    • Professional Committee Member of the Government Procurement Selection Committee, Public Construction Commission, Executive Yuan 

    • Independent Director, Chang Hwa Bank 

    • Professor, Department of Information Management, National Kaohsiung University of Science and Technology 
    0
    4
    Chou, Yu-Hsi
    Ph. D. in Economics, National Taiwan University
    • Professor /Associate Professor, Department of Civic Education and Leadership, National Taiwan Normal University 
    • Associate Professor /Assistant Professor, Department of Economics, Fu-Jen Catholic University 
    • Director, Santi Renewable Energy Co., Ltd. 
    Professor, Department of Civic Education and Leadership, National Taiwan Normal University
    0
    5
    Lin, Hsuan-Chu
    Ph. D. in Finance and Economics, Rutgers. The State University of New Jersey, USA
    • Professor, Department of Accountancy and Graduate Institute of Finance, National Cheng Kung University
    • Independent Director, Chinese Gamer International Corporation 
    • Compensation Committee Member, Gloria Materials Technology Corporation 
    • Independent Director, DaBomb Protein Biotech Corporation 
    • Resident Supervisor, Taiwan Cooperative Bank Co., Ltd. 
    • Department Chair and Institute Director, Department of Accountancy and Graduate Institute of Finance, National Cheng Kung University 
    • Supervisor, Taiwan International Ports Corp., Ltd. 
    • Independent Director, Soft-World Corporation 
    • Independent Director, Taiwan Cooperative Financial Holding Co., Ltd. 
    • Independent Director, Taiwan Cooperative Bank Co., Ltd. 
    0

List Election Process

  1. The independent directors of the Company adopt the candidate nomination system and the election of independent directors shall be held concurrently with the election of the non-independent directors of the Company, and the lists of successful candidates shall be calculated separately. The independent director candidate roster of the Company is published on the Market Observation Post System (MOPS) according to the regulations and is indicated on the shareholders’ meeting notice and shareholders’ meeting agenda for shareholders’ reference in the voting thereof.

List of elected Independent Directors

  1. Name
    Elected Votes
    Wu, Yu-Shueh
    6,332,702,396
    Lin, Hsuan-Chu
    5,494,739,793
    Lee, Shu-Hua
    4,753,389,360
    Huang, Chao-Kuei
    4,298,796,092
    Chou, Yu-Hsi
    4,241,535,839
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