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綜合法學(二)(公司法、保險法、票據法、證券交易法、強制執行法、法學英文)10962單選題

John joined ABC Inc.'s board as an independent director in spring of 2017. Which of the following situations, from the perspective of Taiwan's Securities and Exchange Act and related regulations, would most likely pose a question about his independence?

AJohn used to work as head of the product design department at ABC Inc. from 2000 to 2014. However, John left his job due to a family situation in early 2014. In spring 2017, at the request of the CEO of ABC Inc., John returned to ABC and joined the board as an independent director.
BJohn used to work as an outside counsel for ABC Inc. from 2000 to 2016. In spring 2017, at the request of the CEO of ABC Inc., John agreed to join ABC Inc.'s board as an independent director.正確答案
CJohn worked as CEO of DEF Inc., a subsidiary owned 100 percent by ABC Inc., from 2000 until his retirement in 2014. In spring 2017, at the request of the CEO of ABC Inc., John returned to ABC Inc. and joined the board as an independent director.
DJohn worked as the head of a government agency that directly supervises ABC Inc.'s business activities. After retiring in late 2016, John joined ABC's board as an independent director in spring 2017.
答案與詳解
B
正確答案
依我國獨董設置辦法,獨立董事於選任前二年不得為公司提供法務等專業服務。選項 B 擔任外部顧問至 2016 年,2017 年即轉任獨董,違反二年冷卻期規定。

為什麼答案是 B

依同辦法規定,為公司提供法務服務之專業人士,受「選任前二年」之冷卻期限制。John 擔任外部顧問至 2016 年,2017 年即接任獨董,未滿兩年,依法不具備獨立性。

考點:員工冷卻期考點:專業人士冷卻期考點:關係企業冷卻期考點:旋轉門條款
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