Article 11. Bylaw
This Operational Procedures and its amendents shall be submitted to the independent directors and then be proposed to the shareholders’meeting for approval after Tatung Company’s board of directors passes it.
If any director shows his objection which appears on the record or is expressed in writing on this Operational Procedures or its amendents, Tatung Company shall submit such objection to the independent directors.
After Tatung Company has established the position of independent directors, the board of directors shall take opinions of independent directors into full consideration when this Operational Procedures are proposed to the board of directors for discussion by Tatung Company, pursuant to the preceding paragraph.
When any independent director shows any dissenting opinion or qualified opinion, that shall be noted in the minutes of the board of directors’ meeting.
After Tatung Company has established the position of audit committee, amendents or modifications to this Operational Procedures shall be approved with the consent of one-half or more of all audit committee members and then submitted to the board of directors for consideration and resolution. However, if amendents or modifications to this Operational Procedures have not been approved with the consent of one-half or more of all audit committee members, they may be undertaken with the consent of two-thirds or more of all directors and any resolution of the audit committee shall be recorded in the minutes of the board of directors’meeting.
All audit committee members and all directors as referred in the preceding paragraph shall mean the actual number of persons currently holding those positions.
After Tatung Company has established the position of independent directors, articles regarding supervisors in this Operational Procedures shall apply mutatis mutandis to the audit committee.