EVERGREEN GROUP STOCK SERVICE
VISITOR:null

Election of Directors

According to the Article of Incorporation of the Company, the Company shall elect nine directors (including three independent directors), whose term of office shall be three years. The election of the Directors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Act and the Article of Incorporation of the Company.

Directors Election Process in 2020

1. Nomination of Directors

(1) The Company announced on January 15, 2020 the place and nomination period (from March 20 to March 30, 2020) for accepting the roster of director candidates, the quota of directors to be elected, and other necessary matters. During the nomination period, any shareholder holding 1% or more of the outstanding shares issued by the Company may submit to the Company in writing a roster of director candidates.
(2) During the nomination period mentioned above, Evergreen International Corp., and Ministry of Finance, R.O.C., the shareholders of the Company, nominated the roster of director candidates (including independent directors) separately to the Company.
(3) The roster of nine director candidates (including three independent directors) was reviewed by the Board of Directors on April 15, 2020. The information of the candidates and the qualifications of three independent director candidates met the requirements of Company Act and the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

2. Information of Directors Candidates

Item Name Expertise Major Education
and Experience
Concurrent Positions
Director Evergreen International Corp.
Representative:
Yang, Cheng-Tui
Business Management
Risk Management
Finance & Insurance
(Education)
MBA, College of Insurance, New York City
Bachelor of Economics, National Taiwan University
(Experience)
President, Central Reinsurance Corp.
Adjunct Lecturer / Adjunct Associate Professor, Dept. of Risk Management and Insurance, National Chengchi University
Deputy Director General, Dept. of Insurance, Ministry of Finance, R.O.C.
Chairman, Central Reinsurance Corp.
Director Evergreen Marine Corp. (Taiwan) Ltd.
Representative:
Chang, Kuo-Hua
Business Management
Transportation Management
(Education)
Marine Engineering, China College of Marine Technology (Now called Taipei University of Marine Technology)
(Experience)
Same as Concurrent Positions
Director, Evergreen Marine Corporation (Taiwan) Ltd.
Director, Evergreen International Storage & Transport Corp.
Director, Evergreen International Corp.
Director, Evergreen Steel Corp.
Director Evergreen International Corp.
Representative:
Tai, Jiin-Chyuan
Business Management
Transportation Management
Law
(Education)
Master of Maritime Law, National Taiwan Ocean University
(Experience)
Same as Concurrent Positions
Director & President, Evergreen International Corp.
Director, EVA Airways Corp.
Director, Central Reinsurance Corp.
Director, Evergreen International Storage & Transport Corp.
Director, Uni Airways Corp.
Director, Evergreen Sky Catering Corp.
Director Evergreen International Corp.
Representative:
Cheng, Ching-Fen
Business Management
Finance Accounting
(Education)
MBA of Industrial Management, Chung Hua University
(Experience)
Same as Concurrent Positions
Executive Vice President, Finance Division of Central Reinsurance Corp.
Director Ministry of Finance, R.O.C.
Representative:
Lee, Yi-Fen
Business Management
Financial & Accounting
(Education)
Master of Institute of Public Policy Science, College of Law & Commerce, National Chung Hsing University
Bachelor of Political Science, Soochow University
(Experience)
Senior Executive Officer, Dept. of Planning Ministry of Finance, R.O.C.
Senior Executive Officer, Dept. of Secretariat, Ministry of Finance, R.O.C.
Deputy Director General, Dept. of Planning, Ministry of Finance, R.O.C.
Director, Central Reinsurance Corp.
Director Ministry of Finance, R.O.C.
Representative:
Chen, Kuan-Pao
Business Management
Asset Management
(Education)
Bachelor of Land Economics, National Chengchi University
(Experience)
Counselor, Ministry of Finance, R.O.C.
Deputy Director General / Acting Director General, Training Institute, Ministry of Finance, R.O.C.
Deputy Director General, National Property Administration, Ministry of Finance, R.O.C.
Director General, Dept. of Secretarial, Ministry of Finance, R.O.C.
Director, Central Reinsurance Corp.
Independent Director Chou, Yu-Cheng Business Management
Financial & Accounting
Finance & Insurance
(Education)
Master of Accounting, University of Alabama
Bachelor of Accounting, National Chengchi University
(Experience)
Vice President, Yuanta Futures Co., Ltd.
Partner, Pricewaterhouse Coopers
Adjunct Lecturer, Dept. of Business and Management, Ming Chi University of Technology
CPA, NengShiang Certified Public Accounts
Independent Director Chang, Bing-Huang Business Management
Law
Finance & Insurance
(Education)
LL.M., London School of Economics and Political Science (International Business Law)
Study for LL.M. Program, National Taiwan University
LL.B., National Taiwan University
(Experience)
Partner of Baker & McKenzie Taipei
Partner of K&L Gates, Partner of Preston Gates & Ellis
Partner of Taiwan Commercial Law Offices
Director, Taipei Bar Association
Partner of Liu, Chang & Partners
Independent Director Tsai, Li-Hsueh Business Management
Risk Management
Financial & Accounting
Finance & Insurance
(Education)
M.A. in Finance, School of Management, Ming Chuan University
(Experience)
Managing Director & President, First Commercial Bank Co., Ltd.
Director, First Financial Holding Co., Ltd.
SEVP/EVP & Chief Risk Officer, SEVP & General Auditor, EVP & Chief Financial Officer, and EVP & Chief Strategy Officer, Taiwan Financial Holding Co., Ltd.
Director / Supervisor, Bank Taiwan Life Insurance Co., Ltd.
None

(2) Professional qualifications and independence status of Independent Director Candidates
Qualifications Meet One of the Following Qualification Requirements, Together with at Least Five Years Work Experience Independence Criteria Concurrently Serving as an Independent Director / Number of Other Public Companies
Name An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists Who Has Passed a National Examination and Been Awarded a Certificate in a Profession Necessary for the Business of the Company Have Work Experience in the Area of Commerce, Law, Finance, or Otherwise Necessary for the Business of the Company 1 2 3 4 5 6 7 8 9 10 11 12
Chou, Yu-Cheng v v v v v v v v v v v v v v v 0
Chang, Bing-Huang   v v v v v v v v v v v v v v 0
Tsai, Li-Hsueh     v v v v v v v v v v v v v 0

    Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.
  1. Not an employee of the Company or any of its affiliates.
  2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act. The same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  6. If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: Not a director, supervisor, or employee of that other company. The same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  7. If the chairperson, general manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: Not a director (or governor), supervisor, or employee of that other company or institution. The same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  8. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. The same does not apply, however, in cases where a specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company and the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  9. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
  10. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
  11. Not been a person of any conditions defined in Article 30 of the Company Act.
  12. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

3. Election Result

The Company’s Directors (including three independent directors) were elected at the 2020 Annual Shareholders' Meeting. The newly elected directors were listed as below:
  Name
Directors Evergreen International Corp.
Representative: Yang, Cheng-Tui
Evergreen Marine Corp. (Taiwan) Ltd.
Representative: Chang, Kuo-Hua
Evergreen International Corp.
Representative: Tai, Jiin-Chyuan
Evergreen International Corp.
Representative: Cheng, Ching-Fen
Ministry of Finance, R.O.C.
Representative: Lee, Yi-Fen
Ministry of Finance, R.O.C.
Representative: Chen, Kuan-Pao
Independent Directors Chou, Yu-Cheng
Chang, Bing-Huang
Tsai, Li-Hsueh