Election of Directors

Transcription

1 Election of s Nomination and Election The Company shall have nine to eleven directors, among whom there should be not less than three independent directors making up not less than one-fifth of the total number of directors whose term of office is three years. Election of directors and supervisors shall adopt the candidate nomination system prescribed in Article of the Company Act. All of the directors and the supervisors are elected by the shareholders' meeting from the candidate list of directors and supervisors, and are eligible for re-election. and non-independent directors shall be elected at the same time, but the quota shall be calculated separately. The method of candidate nomination, examination and election of directors, professional qualifications, requirements relating to shareholdings, restrictions on concurrent positions held, and other compliance matters with respect to independent directors shall conform to the Company Act, the Securities and Exchange Act, and other relevant rules and regulations. During the period for accepting shareholders' proposals and nomination of director candidates, except for the nomination of 11 directors (inclusive of 4 independent directors) by the Company's Board of s, no shareholder submitted any written proposal or nomination to the Company for the 217 annual general shareholders meeting in accordance with Article and Article of the Company Act. List The Company s directors (including independent directors) of the eleventh term shall be elected according to the candidate nomination system and procedures. The list of director candidates (including independent directors) for this election has been reviewed and approved by the Twenty-First Meeting of the Board of s of the Tenth Term as follows: Category Name Education Work Experience Current Job Shareholding (Unit:Share) Chairman, Walsin Lihwa Arthur Yu-Cheng Chiao Master in Electrical Engineering and Researcher of Management College of Washington Univ. Chairman and CEO, Winbond Electronics Chairman, Nuvoton Technology and Convener of Compensation Committee, Taiwan Cement and Member of Compensation Committee, Synnex Technology International Chairman and CEO, Winbond Electronics Chairman, Nuvoton Technology and Convener of Compensation Committee, Taiwan Cement and Member of Compensation Committee, Synnex Technology International Supervisor, MiTAC Holdings 58,264,955 Supervisor, MiTAC Holdings

2 Yuan-Mou Su Master in Electrical Engineering/ University of Southern California Electrical Engineering BA of the National Chiao Tung University Assistant Vice President of DRAM Product Center, Winbond Electronics Corp. Senior Design Engineer, Integrated Devices Technology, Inc. Senior Design Engineer, Digital Equipment Corp. Senior Design Engineer, Advanced Micro Devices, Inc. Chief Auditor, Walsin Lihwa Vice President, Winbond Electronics and Chief Executive Officer 1,33,859 Yung Chin Master in Applied Mathematics, Washington Univ. Vice President, Winbond Electronics and Executive, Winbond Electronics,Winbond Electronics, Nuvoton Technology 1,72,537, Nuvoton Technology Chairman, Lien Hwa Industrial Chairman, Lien Hwa Industrial Chairman, UPC Technology Chairman, UPC Technology Chairman, MiTAC Holdings Chairman, MiTAC Holdings Chairman, Synnex Technology International Chairman, Synnex Technology International, Getac Technology, Getac Technology Chairman, MiTAC Inc Chairman, MiTAC Inc Matthew Feng-Chiang Miau Master in Business Administration of Santa Clara University Electrical Engineering BA of the University of California at Berkely, MiTAC Information Technology Corp., BOC LienHwa Industrial Co., Ltd., Winbond Electronics, Taita Chemical Company, Limited, Asia Polymer, Synnex, Cathay Financial Holding Co., Ltd., Cathay Life Insurance Co., Ltd., Cathay Century Insurance Co., Ltd., Cathay United Bank Company Limited Directo, MiTAC Information Technology Corp. Directo, LienHwa Industrial Gases Co., Ltd., Winbond Electronics, Taita Chemical Company, Limited, Asia Polymer, Synnex, Cathay Financial Holding Co., Ltd., Cathay Life Insurance Co., Ltd., Cathay Century Insurance Co., Ltd., Cathay United Bank Company Limited 1, Chih-Chen Lin Bachelor of Science in Chemical Engineering, National Taiwan Founding Partner, AppWorks Ventures, HannsTouch Solution Incorporated Chairman, AppWorks Ventures CO., LTD., HannsTouch Solution Incorporated

3 University MBA, Stern School of Business, New York University, Kingwaytek Technology Co., Ltd., Taiwan Taomee Technology Co., Ltd., Kingwaytek Technology Co., Ltd., Taiwan Taomee Technology Co., Ltd. Wei-Hsin Ma Master of Business Administration for Senior Managers Peking University, University of California (Berkeley),Department of East Asian Languages Chairman, HannStar Display, HannStar Display Chairman, HannsTouch Solution Incorporated Chairman,Xin shi yue ma investment company limited Chairman, Hannspree, Inc., HannStar Display Chairman, HannsTouch Solution Incorporated Chairman,Xin shi yue ma investment company limited Chairman, Hannspree, Inc., Walsin Technology, Walsin Technology Walsin Lihwa NA, Walton Advanced Engineering, Inc., HannStar Display, Winbond Electronics, Walton Advanced Engineering, Inc., HannStar Display, Winbond Electronics 811,327,531 Premier, Executive Yuan, Taiwan Mobile Co., Ltd. Vice Premier, Executive Yuan Chairman, Taiwan Mobile Foundation Minister, Ministry of Science and Technology Chairman, beingnet Alliance San-Cheng Chang Ph.D., Civil and Environmental Engineering, Cornell University, USA Minister without Portfolio, Executive Yuan Regional of Hardware Operations in Asia, Google Inc. Vice President, e-enabling Services Business Group, Acer Inc. Chairman, Institute for Biotechnology and Medicine Industry, Department of Planning and Evaluation, National Science Council, Executive Yuan Francis Tsai Computer/Control Engineering Department, Chiao-Tung University, Taiwan, National Center for High-performance Computing Chairman and CEO, Waffer Technology Corp. Chairman, National Aerospace Fasteners Vice Chairman, Getac Technology and Convener of Compensation Committee, Winbond Electronics Chairman and CEO, Waffer Technology Corp. Chairman, National Aerospace Fasteners Vice Chairman, Getac Technology and Convener of Compensation Committee, Winbond Electronics

4 Chairman, altek, Parpro Chairman, Taiwan Mask, Innodisk Allen Hsu MBA, National Chengchi University Refresher course of Walton Business School Chairman, Myson Century, Inc., Parpro, Innodisk, ANZ Bank (Taiwan) Limited, Nuvoton Technology and member of Compensation Committee, Winbond Electronics, ANZ Bank (Taiwan) Limited, Nuvoton Technology and member of Compensation Committee, Winbond Electronics, Kinpo Electronics, Inc., Kinpo Electronics, Inc., PCHOMESTORE INC., PCHOMESTORE INC. Jerry Hsu MBA, Waseda Business School., Nuvoton Technology, SIRTEC INTERNATIONAL CO.,LTD, Nuvoton Technology, SIRTEC INTERNATIONAL CO.,LTD and member of Compensation Committee, Winbond Electronics and member of Compensation Committee, Winbond Electronics s Professional Qualifications and Independence Analysis According to the relevant requirements set by Taiwan s Securities and Futures Bureau, the professional qualifications and independence status of the Company s Board members are listed in the table below. Name / Criteria Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists Who Has Passed a National Examination and Been Awarded a Certificate in Have Work Experience in the Area of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Criteria(Note) Number of Other Taiwanese Public Companies Concurrently Serving as an

5 Private Junior College, College a Profession Necessary for the Business of the or University Business of the Company Company Francis Tsai V VVVVVVV V V V - Allen Hsu V VVVVVVV V V V 2 Jerry Hsu V VVVVVVV V V V 1 San-Cheng V VVVVVVV V V V - Chang Note: If the committee member meets any of the following criteria in the two years before being appointed or during the term of office, please check V"the corresponding boxes. (1) Not an employee of the Company or any of its affiliates; (2) Not a director or supervisor of the Company or any of its affiliates; The same does not apply in cases where the committee member is an independent director of the Company, its parent company, or any subsidiary established in accordance with the ROC law or law of the host country. (3) Not a natural-person shareholder whose shareholding, together with those of his/her spouse, minor children, and shares held under others' names, exceed 1% of the total number of outstanding shares of the Company, or ranks the person in the top ten shareholders of the Company. (4) Not a spouse, relative within second degree of kinship, or lineal relative within third degree of kinship of any of the persons in the preceding here paragraphs. (5) Not a director, supervisor or employee of an institutional shareholder that holds directly 5% or more of the total number of outstanding hares of the Company or ranks in the top five shareholders. (6) Not a director, supervisor, manager or shareholder holding 5% or more of the shares of a specified company or institution that has a inancial or business relationship with the Company. (7) Not a professional or an owner, partner, director, supervisor, manager or a spouse of the abovementioned who provides commercial, legal, financial, accounting services or consultation to the Company or an affiliate of the Company. (8) Not having any of the situations set forth in Article 3 of the Company Act of the R.O.C. List of s Elected Category Name Voting Rights Arthur Yu-Cheng Chiao 2,715,137,397 Yuan-Mou Su 2,536,1,468 Yung Chin 2,513,141,412 Matthew Feng-Chiang Miau 2,486,616,163

6 Chih-Chen Lin 2,458,669,71 Wei-Hsin Ma 2,443,246,46 Walsin Lihwa 2,415,363,491 San-Cheng Chang 2,346,347,433 Francis Tsai 2,312,8,175 Allen Hsu 2,265,391,4 Jerry Hsu 2,16,53,368