Corporate Governance
Board of Directors and Supervisors
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The Company's board of directors is elected by the shareholders in a general meeting at which a quorum, consisting of a majority of all issued and outstanding common shares, is present. The Chairman is elected by the board from among the directors. The Company's five-member board of directors is responsible for the management of the Company's business.
The term of office for the Company's directors is three years from the date of election. Directors may serve any number of consecutive terms and may be removed from office at any time with or without a valid reason by a resolution adopted at a meeting of shareholders. A director removed without a valid reason may be entitled to compensations for damages suffered. Normally, all board members are elected at the same time, except where the posts of one-third or more of the directors are vacant, at which time a special meeting of shareholders will be convened to elect directors to fill the vacancies. The following table sets forth the name of each of the Company's current directors, his position in the Company, the number of Shares held as of November 30, 2003: |
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| The following table sets forth the name of each of the Company's current supervisors and their shareholding in the Company as of November 30, 2003: |
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| In accordance with the ROC law, each of the Company's directors and supervisors owes fiduciary duties to all shareholders. Except for Chen, Po-Jung, Liu, Hsueh-Yu, Wu, Hung-Chi, Huang, Chi-Shu who hold no stake in the Company, all of the Company's directors and supervisors serve in their capacity as individual shareholders. The Company's articles of incorporation provide that the Company's directors and supervisors in the aggregate shall own certain percentage of issued and outstanding shares as required under the relevant ROC Securities and Futures Commission's regulations. |