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C.Independent Directors and Supervisors
Independent Directors
Independent directors of a securities firm shall be elected by the shareholders' meeting after an objective assessment of the board of directors. The independent directors shall be those natural persons having professionalism and knowledge of securities or derivatives and good characters without any of the following instances within the latest one year: |
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- Being an employee of a securities firm or director, supervisor, or employee of its affiliate;
- Being a natural person who holds directly or indirectly at least 1% of the total outstanding and issued shares of a securities firm or is one of its top ten shareholders;
- Being the spouse or relatives within one degree of consanguinity of the persons described in the preceding two items;
- Being a director, supervisor, or employee of a corporate shareholder who holds at least 5% of the total outstanding and issued shares of a securities firm or is one of its top five shareholder;
- Being a director, supervisor, manager, or shareholder of at least 5% of the total outstanding and issued shares of a company or entity who has financial or business transaction with a securities firm; and being a professional who provides a security firm or its affiliates with financial, commercial, or legal services, or the owner, partner, director (trustee), supervisor (inspector), manager of a sole proprietorship, partnership, company, institution, or organization who provides it with the same services and also their spouses.
Duties of Independent Directors
The independent directors' detailed duties include the examination and governance of the following things:
- Examination of the constitution and revision of the internal control system
- Review of the constitution and revision of the procedures for major financial and business transactions such as acquisition or disposition of assets, making loans to others, and endorsement or provision of guarantees for others.
- Review of material asset transactions with the related-party.
- Review of material loans to others, and endorsement or provision of guarantees for others
- Other material events or regulations stipulated by the authorities.
Independent Supervisors
The independent supervisor(s) shall be elected by its shareholders' meeting upon the board of directors' objective evaluation, if the shareholders' meeting has decided to elect so.
The board of directors shall ensure that the number of independent supervisor(s), during the term of the company's supervisor(s), meets the minimum requirements and percentage as required by its shareholders' meeting. In the event of an insufficient number of independent supervisor(s), the re-election procedures shall be held in a timely manner.
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