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. In accordance with the related laws and regulations, the Company has elected the sixth session of Board of Directors (including independent directors) in Pegatron's 2022 Annual General Shareholders' Meeting. The tenure of the new session is from June 15, 2022 to June 14, 2025. At the board meeting on March 10, 2022, the Board approved the nomination of Mr. C. Lin, Mr. C.P. Hwang, and Mr. Z.W. Wang as the candidates for independent directors.
According to the Article 192-1 of the R.O.C. "Company Law", Pegatron announced on March 25, 2022 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 11, 2022 to April 20, 2022, 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, no shareholders holding 1% or more of the outstanding shares presented a roster of independent director candidates in writing to the Company. The Company announced candidates on Market Observation Post System on April 22, 2022. The related information of candidates was summarized as follows:
As of 2022/4/17
Ph.D. Economics, University of Illinois
Director General, Bureau of Finance, Taipei City Government
Minister, Directorate General of Budget, Accounting and Statistics, Executive Yuan, R.O.C.
Minister of Finance of the R.O.C. Premier of Executive Yuan
Chairman of Vanguard International Semiconductor Corporation
Chairman of TSH Biopharm Corporation Limited.
Director of TTY Biopharm Mexico S.A de C.V.
The Company completed the election for the Company's sixth session of Board of Directors at its 2022 Annual General Shareholders' Meeting. The three newly elected independent directors are Mr. C. Lin, Mr. C.P. Hwang, and Mr. Z.W. Wang. The election results with votes are attached herewith:
Communication with Auditors
1. Communication between independent directors, independent auditors, and the head of internal audit
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 quarterly, the independent auditors will also present the external audit findings and review of the Company's second quarter and fourth quarter 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. The Company's head of internal audit and the independent auditors report to the independent directors solely at least once a year about the internal audit and financial statement audit matters. The auditors and the independent directors have an effective communication in the meeting.
2. Meeting agenda among independent directors, independent auditors, and the head of internal audit