SNR has board of directors of 5 to 7 people, among 2 to 3 will be elected for independent director. Shareholders will elect from independent director candidate list and candidates are nominated from board of directors
Independent director should follow the TWSE regulations for their profession, share holds and career limitation.
Independent director nomination and election Approach:
SNR independent director is elected by nomination. According to company law No.192-1, nomination period should be no less than 10 days and company should stop stock transfer before shareholders meeting after nomination period announced. During nomination period, independent director quota, place of nomination acceptance and other details should also be announced. Only if shareholders who hold more than 1% of total shares can nominate by letters and independent director nominate candidates should not be more than board of director candidates. Nominator should include following documents: nominee, national ID number, educational background, work experience, letter of commitment for board of director, independent director statement, prove of letter on non-violation of company law item number 30 and related documents
Nominee who is represent others or corporate shareholders, should provide proof of corporate basic information and quantities of share holds. Board of director and shareholder meeting convener should review the nominees, and nominees should be listed on candidates list unless following:
1. outside the nomination period
2. nominator does not hold over 1% of total stocks after the end of stock transfer under company laws No.165-2 or No.165-3
3. nominees candidates over independent director quotas
4. relative documentation are not provided under company law No.192-1-4
Records of nominees review process should save at least one year. However if shareholder who seek for legal action against election should save the records until end of law sue
Company should release the review on candidate list and their educational background, work experience, quantities of share hold, governments represent or corporate and other details 40 days before shareholder meeting or 25 days before provisional meeting. For nominees who do not listed on the candidates list should provide whys and wherefores
Recent independent director nomination:
1. From 23rd/Apr/2012 to 2nd/May/2012, candidate for independent director will be accepted for nomination. Every shareholder who owns over 1% of total stocks can propose their nomination. Please send out the nomination and nominator’s contact details before 2nd/May/2012 for board of directors to review (please state “independent director nomination” on the envelope if send it by post). All nomination should send to兆豐證券股份有限公司股務代理部 毛嘉元先生收（地址：台北市中正區忠孝東路2段95號8樓）
2. Nominator should include following documents: nominee, national ID number, educational background, work experience, letter of commitment for board of director, independent director statement, prove of letter on non-violation of company law item number 30 and related documents
3、 independent director candidate should follow the qualification, shares hold and careers regulations stated on “Public company independent directors regulation”
4、board of directors shall not be included in independent director nomination list as below situation:
（1）outside the nomination period。
（2）nominator does not hold over 1% of total stocks after the end of stock transfer under company laws No.165-3
（3）nominees candidates over independent director quotas
（4）relative documentation are not provided under company law No.192-1-4
5、Others: Independent director candidates list included education background, work experience, number of shares and other details will be public 40days before shareholder meeting take place
Election process and result will be reviewed and notify nomination shareholders
latest nomination independent director was determined during board of directors meeting on 27th/April/2015, and proposed on 2015 shareholder meeting. Independent directors was elected by shareholders and independent directors information as belo
|
Candidate type |
Candidate |
Education |
Past |
Current |
Number of share |
Representation |
Others |
Three consecutive independent directors |
|
Independent directors |
王致怡 |
Ph.D.Leeds University Business School, University of Leeds, UK 英國里茲大學商學博士 |
第四屆臺北市產業發展獎勵及補助審議委員會 光華投資股份有限公司財務部專業經理 |
國立臺北商業大學財務金融系助理教授 鑫禾科技股份有限公司獨立董事 |
0 |
NA |
NA |
是 |
|
林永仁 |
國立交通大學經營管理碩士 |
德碁半導體協理 金麗科技營運長、董事 緯創科技供應鏈副總經理 緯創筆電BG副總經理 宏碁電腦事業群總經理 |
義隆電子(股)顧問兼策略長 雋佾科技(股)法人代表-監察人 義明科技(股)董事 義晶科技(股)法人代表-監察人 義碩智能(股)法人代表-監察人 |
0 |
NA |
NA |
否 |
|
|
林志峰 |
University of Westminster 行銷碩士 澳門科技大學工商管理博士 |
德國西門子採購協理 誠創科技(股)公司總經理 |
科嘉(開曼)股份有限公司董事長 嘉璟投資(股)公司法人代表-董事長 Luumii Co Ltd.董事 GODA VIETNAN 董事 科德國際香港董事 泛達電子(股)公司董事 |
0 |
NA |
NA |
否 |
|
|
蘇節守 |
復興商工電子科 |
臺灣音響發展協會理事 臺灣音響發展協會常務理事 勝旗電器貿易有限公司董事長 |
勝旗電器貿易有限公司董事長 臺灣音響展協會理事長 |
0 |
NA |
NA |
否 |
王致怡獨立董事: 擔任本公司獨立董事已逾三屆任期，因考量其具有財務專業及熟稔相關法令及公司治理專才經驗，對本公司有明顯助益，故本次將繼續提名為獨立董事候人，使其於行使獨立董事職責時，仍可發輝其專長及董事會監督並提供意見。