The elections for independent directors shall proceed with the candidate nomination system; the shareholders shall elect the independent directors from among the nominees listed in the roster of independent director candidates. 

Elections for independent and non-independent directors shall proceed concurrently, and the number of elected directors shall be calculated separately. 

The professional qualifications, restrictions on shareholding and concurrent post, affirmation of independence, nomination and election processes, exercise of authority and other requirements of independent directors shall be determined and executed in accordance with the Securities and Exchange Law and related regulations. 

Article 13- The tenure of office of the directors and supervisors will be three (3) years and they will be eligible for re-election. 

In the event that the representative of a government or corporate body is elected as the director or the supervisor, the government or corporate body may reappoint such representative at anytime to supplement the original tenure. 

Article 14 - The following items shall be decided by the Board of Directors: 

(1) Increase or reduction of capital of the Company. 

(2) Regulations with regard to the organization of the Company. 

(3) Establishment, amendment, and abolishment of the branch offices within or outside the territory of the Republic of China. 

(4) Examination of annual business budgets and final budgets. 

(5) Distribution of profits or off-set of deficit. 

(6) The amount and term of domestic and foreign loan. 

(7) The amount of Investment. 

(8) Issuance of corporate bonds. 

(9) Policies regarding personnel matters, material purchase, accounting, and internal control. 

(10) Amendment and modifications of regulations of organization of the Board of Directors and the functional committee. 

(11) Amendment and modification of regulations with regard to the scope of duties of independent directors. 

(12) Appointment and removal of the president, vice presidents, presidents of Telecommunication Laboratories and Telecommunication Training Institute. 

(13) Appointment and removal of the chiefs of finance, accounting and internal audit. 

(14) The remuneration standard for employees. 

(15) Policies regarding recommendation of chairman and president to subsidiaries. 

(16) Other duties and powers granted by the law or by shareholders’ meeting. 

Article 15 - The Board of Directors’ meeting shall be convened every two (2) months. The special Board of Directors’ meeting shall be convened at such time as may be deemed necessary. Both meetings shall be convened by the chairman of the Company and such chairman shall act as the chairman of the meeting. In the event that the chairman cannot attend the meeting for any cause whatsoever, the vice-chairman, or where the chairman and the vice-chairman are both to be on leave of absence or cannot attend the meeting for any cause whatsoever, one of the directors appointed by the chairman, or, where there is no appointment, a director elected among all the directors, may 

