(c) No share option and pension scheme

　　(d) Appointments for a specified term and reappointment should be decided by the board

　　(e) Take independent advice

　　(f) Independent mind, exercise objective judgment in the best interests of the corporation

　　<5>Advantages of NEDs

　　a. External experience and knowledge which executive directors do not possess

　　b. Provide a wider assurance for third parties, let executive directors more involve in detail operations

　　c. Offer security and assurance for third parties (investors, creditors, etc)

　　d. Well-suit to play certain roles

　　(a)‘father-confessor’: being a confidant for the chairman and other directors

　　(b)‘oil-can’: intervening to make the board run more effectively

　　(c)‘high sheriff’: removing chairman or CEO when necessary

　　e. Dual nature (board member but objective); provide strong and independent element on the board; enable them to monitor the company’s affairs effectively

　　f. Compliance with corporate governance regulations and codes

　　<6>Problems of NEDs

　　a. Lack of independent

　　b. Prejudice in certain company that against recruitment widely

　　c. High-caliber NEDs prefer best-run companies rather than those needed

　　d. Lack of authority or persuasive skills, so difficult to impose their views upon boards

　　e. Limited time to take their responsibility

　　f. Not enough emphasis to the role of preventing trouble