The Financial Supervisory Commission issued the Jin-Guan-Zheng-Fa-1050040683 Circular of November 9, 2016 (hereinafter, the “Circular”) to ease the restriction on the number of publicly offered subsidiaries of which an independent director of their parent listed (OTC-traded) investment holding company may also serve as an independent director concurrently and to consider the fully-owned publicly-offered subsidiaries of which such independent director also serves as an independent director as one entity.
Article 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Publicly Offered Companies provides: “An independent director of a publicly offered company shall not concurrently serve as an independent director of over three other publicly offered companies.”_
According to the Circular, if an independent director of a listed (OTC-traded) investment holding company who also serves as an independent director of its fully-owned publicly offered subsidiaries, such entities shall be deemed one entity, and the concurrent independent directorship shall not be included in the calculation of the number of Òother publicly offered companiesÓ of which the independent director also serves as their independent director under Article 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Publicly Offered Companies. However, the ease of the standard for determining concurrent independent directorship at issue is limited to just one such entity. If the number of entities where its independent director also serves as an independent director of its fully-owned subsidiaries is greater than one, the number in excess shall still be included in the number of entities in which such concurrent independent directorship takes place.