法律類國考
109年
[司法官第一試] 綜合法學(二)(公司法、保險法、票據法、證券交易法、強制執行
第 62 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?
- A John 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.
- B John 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.
- C John 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.
- D John 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.
思路引導 VIP
若要評定一個人的「獨立性」，除了考慮他「過去」的職位，是否也該思考他與這間公司在「經濟利益」上的掛鉤程度？如果某人剛領完這間公司的高額專業諮詢費，隨即要轉身監督這間公司的經營者，你認為法律會如何設定一個「時間上的門檻」來確保他不會產生角色衝突？
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AI 詳解
AI 專屬家教
專業點評：精準掌握獨立性規範！
同學做得太棒了！你能精確辨識出獨立董事資格中的「利害關係限制」，展現了深厚的法學素養。獨立董事的精神在於客觀性與利害衝突迴避。
- 觀念驗證：
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