Page 41 - 2016 TGI CSR 電子書

The committee’s main duties include：

A. Seek proper director candidates and propose the candidate list to the board of directors;
review the candidates’qualifications, education level, experience and whether or not the
candidates are under any of the circumstances in Article 30 of Company Act. After the review,
the committee will submit the recommended list to the Board of Directors, which will confirm
the list before sending it for the shareholder’s meeting for reference. The proxy form for
shareholders meeting should include the information of the recommended candidates. If
a candidate recommended by a shareholder with more than 1% of the company shares is,
after reviewed by the committee, not included on the recommended list, the names of the
shareholders and the reasons for not including such candidate should be disclosed. When

nominating independent director candidates, the candidates’experience, professional skills,
integrity and whether or not they comply with Securities and Exchange Act, Regulations
Governing Appointment of Independent Directors and Compliance Matters for Public
Companies and the independent director qualification requirements by TWSE or TPEx must
be carefully examined. Such careful qualification examination aims to serve the long-term
interests of TGI’s shareholders.

B. Draft formation guidelines for the committees under the Board of Directors and recommend
their organizational procedures. Suggest revisions to the board when necessary.

C. Review the qualifications and potential conflicts of interests of the candidates of all committees.
Suggest new candidates and chairpersons of all committees to the Board of Directors.

D. Review the qualifications of the chairpersons and members of all committees and suggest
replacements to the Board of Directors if needed. Chairpersons and members of all committees
should serve a 3-year term and be on the same term as the directors.

The Audit Committee

For the establishment of good corporate governance,
under regulations for prescribed public company audit,

the committee exercises of authority. With effect from
August 2015, all the members of the audit committee are
independent directors, and at least one of whom must
have accounting or financial expertise.

Remuneration Committee

To establish a healthy remuneration system for the directors and managers in TGI, the Remuneration
Committee was established following the Regulations Governing the Appointment and Exercise of
Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange
or Traded Over the Counter. This committee serves to professionally and objectively evaluate the 39
remuneration policy and system for TGI’s directors and managers and make suggestions to the
Board of Directors as needed. The committee regularly reviews its organizational procedure, annual/