Election of Independent Directors
Pursuant to the Article 17 of Pegatron's Articles of Incorporation, the number of independent directors shall be no less than one-fifth of the total number of the Board of Directors and shall be no less than three. In addition, the election of independent directors shall adopt the candidate nomination system, and the shareholders shall elect the independent directors from the list of candidates of the independent directors.
The tenure of the Company's third session of Board of Directors expired on June 18, 2016. At the regular meeting of March 17, 2016, Pegatron's Board of Directors had approved that the Company shall elect the fourth session of Board of Directors (including independent directors) in Pegatron's 2016 Annual General Shareholders' Meeting. The tenure of the new session is from June 21, 2016 to June 20, 2019. At the extraordinary board meeting on April 20, 2016, the Board approved the nomination of Mr. C.B. Chang, Mr. Chun-Bao Huang, and Mr. C.S. Yen as the candidates for independent directors.
According to the Article 192-1 of the R.O.C. "Company Law", Pegatron announced on March 25, 2016 the period for accepting the nomination of independent director candidates, the number of independent directors to be elected, the location designated for accepting the roster of independent director nominees, and other necessary matters.
Any shareholders holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for independent directors in writing. The period for accepting the nomination of independent director candidates lasted from April 22, 2016 to May 3, 2016, and Registrar and Transfer Agency Department of KGI Securities Co. Ltd. was designated for accepting the roster of independent director nominees. (Address: 5F, 2, Sec. 1, Chung-Ching South Road, Taipei City, Taiwan R.O.C.)
During the above-mentioned nomination period, the Company only received the list of independent director nominees sent from the Board of Directors. No shareholders holding 1% or more of the outstanding shares presented a roster of independent director candidates in writing to the Company. The Company has examined and approved the qualification of candidates in the BOD meeting on May 10, 2016. The related information of candidates was summarized as follows:
As of 2016/4/23
General Manager of the Grand Hotel
Chairman of Taiwan Visitors Association
Pacific Asia Travel Association (PATA)
Young Presidents' Organization (YPO) Asia Conference
Chairman for Asia Pacific region of The Leading Hotels of The World
Director of NSFG Foundation
Director of C. C. Social Welfare Foundation
Director of Dwen An Social Welfare Foundation
Director of Koo Foundation Sun Yat-Sen Cancer Center
Director of Andrew T. Huang Medical Education Promotion Foundation
Director of Lung Yingtai Cultural Foundation
Director of Long Yen Foundation
Director of T.T. Chao Cultural & Educational Foundation
Independent Director of Shinkong Insurance Co., Ltd.
Director of Wistro Foundation Chairman of The Alliance Cultural FoundationDirector of Eslite Foundation for Culture and ArtsDirector of Kang Wen Culture & Education FoundationDirector of USI Education FoundationChairman of Junyi School for Innovative LearningDirector of WT Education Foundation
The Company completed the election for the Company's fourth session of Board of Directors at its 2016 Annual General Shareholders' Meeting. The three newly elected independent directors are Mr. C.B. Chang, Mr. Chun-Bao Huang, and Mr. C.S. Yen. The election results with votes are attached herewith:
Communication with Auditors
1. Communication between independent directors, independent auditors, and the head of internal audit
Prior to quarterly Board meeting, the Audit Committee will convene meetings with the Company's independent auditors and the head of internal audit to review major items such as operating results, financial statements, internal control, internal audit plan and its findings, etc. In addition to the findings of internal audit presented by the internal audit department, the independent auditors will also present the external audit findings and review of the Company's financial results. Discussion and conclusion of above mentioned items are recorded in the Audit Committee meeting minutes and material resolutions will be reported to the independent directors in Board meetings periodically.
2. Meeting agenda among independent directors, independent auditors, and the head of internal audit
2019/3/14： Review internal audit report for the fourth quarter of 2018 and Statement of Internal Control, annual consolidated and non-consolidated financial statements, and auditors’audit findings for the full year of 2018
2019/5/7：Review internal audit report for the first quarter of 2019
2019/8/8：Review internal audit report, consolidated financial statements, and auditors’ review findings for the second quarter of 2019
2019/11/7： Review internal audit report for the third quarter of 2019 and internal audit plan of 2020
3. Results of communication among independent directors, independent auditors, and the head of internal audit
Consistent opinion reached from the communication among independent directors, independent auditors, and the head of internal audit.