Independent Directors

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 fifth session of Board of Directors (including independent directors) in Pegatron's 2019 Annual General Shareholders' Meeting. The tenure of the new session is from June 21, 2019 to June 20, 2022. At the board meeting on March 14, 2019, the Board approved the nomination of Mr. C.B. Chang, Mr. C.P. Hwang, and Mr. C.S. Yen as the candidates for independent directors.

According to the Article 192-1 of the R.O.C. "Company Law", Pegatron announced on March 21, 2019 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 16, 2019 to April 25, 2019, 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 26, 2019. The related information of candidates was summarized as follows:

As of 2019/4/23

Name
Education
Experience
Current Positions
Current Shareholding (shares)
C.B. Chang
B.S., Statistics, National Chengchi University
Deputy General Manager of China Development Industrial Bank Manager of Far Eastern Textile Ltd.
Director of Polytronic Technology Corp., Independent Director of Raydium Semiconductor Corp., Independent Director of Standard Foods Corporation
0
C.P. Hwang
Electrical Engineering, National Taipei Institute of Technology
President & GM of Havix Electronics Co., Ltd.
President & GM of Havix Electronics Co., Ltd., Independent Director of Kinsus Interconnect Technology Corp.
80,745
C.S. Yen
Provincial Keelung Senior High School
Group President of Landis Hotels and Resorts
Country Manager of American Express Inc. Taiwan
General Manager of the Grand Hotel
Chairman of Taiwan Visitors Association
Pacific Asia Travel Association (PATA)
Young Presidents' Organization (YPO) Asia Conference
Chairman for Asia Pacific region of The Leading Hotels of The World
Chairman of The Alliance Cultural Foundation, Chairman of Junyi School for Innovative Learning, Chairman of Anthroposophy Education, Independent Director of Shinkong Insurance Co., Ltd., Director of NSFG Foundation, Director of C. C. Social Welfare Foundation, Director of Dwen An Social Welfare Foundation, Director of Koo Foundation Sun Yat-Sen Cancer Center, Director of Andrew T. Huang Medical Education Promotion Foundation, Director of Lung Yingtai Cultural Foundation, Director of Long Yen Foundation, Director of T.T. Chao Cultural & Educational Foundation, Director of Wistro Foundation, Director of Eslite Foundation for Culture and Arts, Director of Kang Wen Culture & Education Foundation, Director of USI Education Foundation, Director of WT Education Foundation, Director of Kehua Culture & Education Foundation, Director of Advantech Foundation
0

The Company completed the election for the Company's fifth session of Board of Directors at its 2019 Annual General Shareholders' Meeting. The three newly elected independent directors are Mr. C.B. Chang, Mr. C.P. Hwang, and Mr. C.S. Yen. The election results with votes are attached herewith:

Title
Name
Votes Received
Independent Director
C.B. Chang
1,596,874,798
Independent Director
C.P. Hwang
1,534,725,845
Independent Director
C.S. Yen
1,501,112,729

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.

2. Meeting agenda among independent directors, independent auditors, and the head of internal audit
2019/3/14: Review internal audit report for the fourth quarter of 2018 and  Statement of Internal Control, annual consolidated and non-consolidated financial statements, and auditors’audit findings for the full year of 2018
2019/5/7:Review internal audit report for the first quarter of 2019
2019/8/8:Review internal audit report, consolidated financial statements, and auditors’ review findings for the second quarter of 2019
2019/11/7: Review internal audit report for the third quarter of 2019 and internal audit plan of 2020

3. Results of communication among independent directors, independent auditors, and the head of internal audit
Consistent opinion reached from the communication among independent directors, independent auditors, and the head of internal audit.

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