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

Independent directors

林東山

國立台中商業專科學校--副學士

東山國際股份有限公司-董事長

鎂音國際股份有限公司-總經理

NA

NA

NA

王致怡

PhD, University of Leeds, U.K

彰化商業銀行東門分行-辦事員

國立台北商業大學-財務金融系助理教授

NA

NA

NA

光華投資公司-財務部專案經理

清雲技術學院-財務金融系助理教授

江岳軒

BsC, FCU

倍微科技-應用工程師、百慕達商艾迪特科技-應用工程經理

英冠達科技(股)公司-技術副理

NA

NA

NA