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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 directors of the Bank has a total of 9 directors. Starting from the 24th term, the number of independent directors shall not be less than three 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 27th term of directors in the 2023 ordinary shareholders’ meeting, and a total 9 directors (including 3 independent directors) were elected, with a term of office of three years starting from June 19, 2023 to June 18, 2026.  
  3. According to Article 192-1 of the Company Act, on March 27, 2023 (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 March 28, 2023 to April 10, 2023. During the nomination acceptance period, a total of 3 independent director candidates nominated by shareholder Ministry of Finance, which were reviewed and approved in the 38th meeting of the 26th term of the board of directors’ meeting of the Company on April 26, 2023, followed by submission to the 2023 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 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 

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

    • Remuneration Committee Member, Chang Hwa Bank

     • Gender Equality Committee Member, Legislature Yuan 

    • Commission Member, Taipei City Election Commission 

    • Commission Member, Research Ethic Commission, Taiwan Blood Services Foundation
    79,981
    2
    Lee, Shu-Hua

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

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

    • In-Charge, T N SOONG & CO (Now Deloitte Touche Tohmatsu Limited,1993~1995) 

    • ROC CPA

    • Professor, Department of Accountancy, National Taipei University 

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

    • Committee Member, Financial Accounting Issues Task Force, Accounting Research and Development Foundation
    0
    3
    Huang, Chao-Kuei
    Ph. D., Business Administration, National Cheng Kung University

    • Member of the Grading Committee, Civil Service Junior Examination and Level Three Senior Examination, Examination Yuan 

    • The Current Psychology, Electronic Commerce Research and Application SSCI Journal Reviewer, The Current Psychology, Electronic Commerce Research and Application 

    • Internet Research

    SSCI Journal Editorial Board Member, Internet Research 

    • Visiting Professor, Program of International Management, FHWS, Germany 

    • Committee Member, Evaluation Committee of Senior Secondary Schools, National and Pre-school Education Department, Ministry of Education 

    • Master Program Chair, IMBA, National Kaohsiung University of Science and Technology 

    • Committee Member of the Evaluation Committee, Senior Secondary Schools, Bureau of Education, Kaohsiung City Government 

    • Committee Member, Innovation Applied Service Research and Development Project Committee, Ministry of Economics 

    • Visiting Researcher, University of Vienna, Austria 

    • P/T Professor, Global Business Program, FH Joanneum, Austria 

    • Professor /Associate Professor /Assistant Professor, Department of Information Management, National Kaohsiung First University of Science and Technology 

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

    • Master Program Director, IMBA, National Kaohsiung First University of Science and Technology 

    • Director, Center of General Education, National Kaohsiung First University of Science and Technology 

    • Director, Center of e-Business, National Kaohsiung First University of Science and Technology

    • Manager, Internship and Alumni Section, Office of Student Affairs, National Kaohsiung First University of Science and Technology 

    • Special Assistant of President, National Kaohsiung First University of Science and Technology 

    • Director, Teaching and Research Center at College of Management, National Kaohsiung First University of Science and Technology

    • Professor, Department of Information Management, National Kaohsiung University of Science and Technology 

    • Professional Committee Member of the Government Procurement Selection Committee, Public Construction Commission, Executive Yuan
    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
    5,164,366,607
    Lee, Shu-Hua
    4,688,683,017
    Huang, Chao-Kuei
    4,683,125,488
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