PART I 104 General  Directors  Under our articles of incorporation as last amended on June 18, 2010, our authorized capital was  NT$120,000,000,000, divided into 12,000,000,000 common shares, with par value of NT$10 per share. We have  set aside 200,000,000 common shares for the conversion of any future issuances of preferred shares, warrants  or convertible debt. Our paid-in capital is NT$77,574,465,450 divided into 7,757,446,545 common shares. We  currently do not have any other equity in the form of preferred shares, convertible bonds or otherwise outstanding  as of the date of this annual report.  The Ministry of Transportation and Communications, on behalf of the government of the Republic of China,  owned approximately 35.29% of our outstanding common shares as of December 31, 2010. The remainder of our  outstanding shares is held by public stockholders and other investors.  Under Republic of China Company Law, our board of directors, in conducting our business, shall act in  accordance with laws and regulations, our articles of incorporation and the resolutions adopted at the meetings  of stockholders. Where any resolution adopted by our board of directors contravenes laws, our articles of  incorporation and the resolutions adopted at the meetings of stockholders, thereby causing loss or damage to  us, all directors taking part in the adoption of such resolution shall be liable to compensate us for such loss or  damage; however, those directors whose disagreement appears on record or is expressed in writing shall be  exempted from liability.  If our board of directors decides, by resolution, to commit any act in violation of any law or our articles of  incorporation, a supervisor or any stockholder who has continuously held our shares for a period of one year or  longer may request our board of directors to discontinue such act. One or more stockholders who have held more  than 3% of our issued and outstanding shares for over a year may require a supervisor to bring an action on our  behalf against a director for losses suffered by us as a result of the director’s unlawful actions or failure to act by  sending a written request to a supervisor. In addition, if our stockholders’ meeting resolves to institute an action  against a director, we shall, within 30 days from the date of such resolution, institute such an action. In the case  of a lawsuit between us and a director, a supervisor shall act on our behalf, unless otherwise provided by law;  and our stockholders meeting may also appoint some other person to act on our behalf in a lawsuit.  In addition, our board of directors owes fiduciary duty to us. Our directors are liable to compensate us if  they breach their fiduciary duty.  According to the Republic of China Company Law, a director who has a personal interest in a matter to be  discussed at the meeting of the board of directors, the outcome of which may conflict with his interests, shall  abstain from voting on such matter. Our articles of incorporation also provide that commencing in the fiscal  year in which our privatization is completed, we may make compensation to all directors and supervisors and  such compensation shall not exceed 0.2% of our distributable earnings and may be approved only by a validly  convened stockholders’ meeting. Our articles of incorporation do not impose a mandatory retirement age for  our directors. Furthermore, our articles of incorporation do not impose a shareholding qualification for each  director. According to our current internal Loan Procedures, we may not extend any loan to our directors or our  supervisors. 