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Corporate Governance

Election of Independent Directors

Information pertaining to the election of independent directors (in accordance with the Securities and Exchange Act)

I. Nomination and Election

As stated in Paragraph 1 of Article 14-2 of the Securities and Exchange Act: “A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. The Competent Authority, however, shall as necessary in view of the company's scale, shareholder structure, type of operations, and other essential factors, require it to appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors.” Therefore, the Company’s Articles of Incorporation stipulates that the Taiflex Board of Directors shall be three independent directors at least, who are selected through a nomination and election process.

II. Nomination Process

Pursuant to the Article 192-1 of Company Act, Taiflex publicly announced on the Market Observation Post System that “The shareholder meeting is now accepting nominations for the 2017 independent director candidates” on March 7th, 2017. Shareholders who hold 1% or more of the total number of shares issued by the Company are qualified to submit in writing a roster of independent director candidates to the Company between March 20th, 2017 and March 29th, 2017.

By the end of the nomination period, the Company only received one submission from one shareholder, nominating Mr. Chein-Ming, Hsu, Mr.Wen-I Lo and Mr. Shi-Chern Yen as candidates for independent directors. The shareholder held over 1% of the Company’s issued shares, therefore was qualified to nominate candidates. The education backgrounds, professional qualifications and independence of three candidates were reviewed during the 21st meeting of the 6th Board of Director on April 11st, 2017. Both candidates were determined to have met the requirements listed in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Consequently, the Board agreed to list Mr. Chein-Ming, Hsu, Mr.Wen-I Lo and Mr. Shi-Chern Yen as candidates for independent directors to stand for election at the 2017 Annual Shareholders' Meeting and Directors’ Election.

III. Candidate backgrounds

Principal work experience and academic qualifications of three independent directors are as follows:
Name Academic Qualifications Principal Work Experience
Chein-Ming, Hsu Electrical Engineering, Chung Yuan Christian University Former CEO of 3M Thailand Limited
Wen-I Lo M.S. Degree in Business Administration, National ChengChi University Former Vice President of CDIB Capital Management Corporation
Former President of China Venture Management, Inc.
Former President of R.O.C. Strategic Company Ltd.
Former President of R.O.C. Venture Co., Ltd.
Shi-Chern Yen Ph.D. in Chemical Engineering, University of Wisconsin Professor of Chemical Engineering, National Taiwan University


  At least Five Years of Work Experience
And Following Qualifications
Independence Status (*1)

Qualifications

Name

An Instructor or Higher Position in Commerce, Law, Finance Accounting or Other Department Relevant to Company Operations (of Either Public or Private University/ College) Judge, Public Prosecutor, Lawyer, Accountant or Other Professional or Technical Specialists With a National Examination Certificate in a Profession Necessary to Company Operations Work Experience in the Field of Commerce, Law, Finance, Accounting or Other Area Relevant to Company Operations 1 2 3 4 5 6 7 8 9 10
Chein-Ming, Hsu No No Yes v v v v v v v v v v
Wen-I Lo No Yes Yes v v v v v v v v v v
Shi-Chern Yen Yes Yes Yes v v v v v v v v v v


*1: Check in each box if the following conditions apply to the director/supervisor two years prior to the election and during term of office.

(1) The director/supervisor is not an employee of the Company or any of its affiliated companies.
(2) The director/supervisor does not serve as member of the Board of Directors or supervisor of the Company or any of its affiliated companies. This does not apply to those who serve as an independent director of the Company, its parent company or any subsidiary company, which the Company owns directly or indirectly over 50% of its voting shares.
(3) The director/supervisor, his or her spouse or any minor children, or, under the name of another party, does not hold 1% or more of the Company’s issued shares, or does not be one of the Company’s top ten largest natural-person shareholders.
(4) The director/supervisor is not the spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship of any of the persons mentioned in the preceding three conditions.
(5) The director/supervisor does not serve as a director, supervisor or employee of a corporate shareholder that holds 5% or more of the issued shares of the Company, or serve as a director, supervisor or employee of a corporate shareholder which is the Company’s top five largest natural-person shareholders.
(6) The director/supervisor does not serve as a director, supervisor or manager of the company which has financial or business relationships with the Company, or as a shareholder holding 5% or more shares of the company that has financial or business relationships with the Company.
(7) The director/supervisor does not serve as a professional or an owner, partner, director, supervisor, manager or the spouse thereof, that provides commercial, legal, financial, accounting services or consultation to the Company or any of its affiliations.
(8) The director/supervisor does not have a marital relationship with, or is related within the second degree of kinship to any other director of the company.
(9) The director/supervisor is not defined by any of the conditions listed in Article 30 of the Company Act.
(10) The elected individual is not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

IV. Election process and results


The 8th Board of Directors was elected at the 2017 Taiflex Annual Shareholders' Meeting. The newly elected board is composed of nine directors, including three new independent directors: Mr. Chein-Ming, Hsu, Mr.Wen-I Lo and Mr. Shi-Chern Yen.

Election results of the three independent directors are as follows:
Title Candidate Votes obtained
Independent Director Chein-Ming, Hsu 124,670,227
Independent Director Wen-I Lo 124,661,107
Independent Director Shi-Chern Yen 124,606,239