In accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” established by the Financial Supervisory Commission, the board of directors approved the establishment of the Corporation’s remuneration committee, the establishment of the Remuneration Committee Charter and the appointment of four members of the remuneration committee at the board meeting on December 12, 2011.
Scope of duties and responsibilities of remuneration committee
To review and propose amendments to the “Remuneration Committee Charter” on a regular basis.
To establish and regularly review the policies, systems, standards and structures of performance evaluation criteria, annual and long-term performance objectives and remuneration of the Company’s directors and officers.
To periodically evaluate the achievement of the performance targets of the Company’s directors and officers, and to determine the content and amount of their own individual remuneration based on the evaluation results of the performance evaluation criteria.
The Committee shall perform the duties under the preceding paragraph in accordance with the following principles
Ensuring that the compensation arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual’s performance and the Company’s operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.
There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company’s business.
Reasonableness shall be taken into account when the contents and amounts of the compensation of the directors and managerial officers are set. It is not advisable for decisions on the compensation of the directors and managerial officers to run contrary to financial performance to a material extent.
No member of the Committee may participate in discussion and voting when the Committee is deciding on that member’s individual compensation.
Operation of the Remuneration Committee
The Corporation’s remuneration committee consists of 4 members.
Term of office of current members: From August 5, 2021 to July 21, 2024. The remuneration committee convened a total of 3 meetings in 2023. Attendance of members is listed as follows：
Title
Name
Attendance in Person
By Proxy
Attendance Rate(%)
Comments
Convener
Yen Kuo Lung
3
0
100
０
Convener Member
Hsu Hsou Chun
3
0
100
０
Convener Member
Su Ming Yang
3
0
100
０
Convener Member
Wu Chia Hsun
0
0
0
Appointed starting from August 10, 2023
Proposals and resolutions of the Remuneration Committee meetings
The remuneration committee held three regular meetings on March 13 ,May 4, and August 10 2023, to discuss the following matters:
- The amendments to the regulations related to remuneration to managers.
- The total annual bonuses to employees and directors.
- The proportion of bonuses to employees, directors and supervisors recognized as expenses.
- Review of the promotion and salary adjustment of managers.
- Allotment of employee bonuses to managers and director bonuses to directors.
- Review of the remuneration for newly appointed Corporate Governance Officer, Information Security Officer, and Chief Accountant.
- All of the preceding matters have been reviewed or approved by the remuneration committee.
- Resolutions of the remuneration committee and the Company's handling of the audit committee's opinions: Submitted to the board of directors for discussion, and all the proposals were approved by all the members without objection.
The remuneration committee held three regular meetings on March 13 , as of March 13 2024, to discuss the following matters:
- The amendments to the regulations related to remuneration to managers.
- The total annual bonuses to employees and directors.
- The proportion of bonuses to employees, directors and supervisors recognized as expenses.
- All of the preceding matters have been reviewed or approved by the remuneration committee.
- Resolutions of the remuneration committee and the Company's handling of the audit committee's opinions: Submitted to the board of directors for discussion, and all the proposals were approved by all the members without objection.
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee: none.
Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing: none.
In accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” established by the Financial Supervisory Commission, the board of directors approved the establishment of the Corporation’s remuneration committee, the establishment of the Remuneration Committee Charter and the appointment of four members of the remuneration committee at the board meeting on December 12, 2011.
Scope of duties and responsibilities of remuneration committee
To review and propose amendments to the “Remuneration Committee Charter” on a regular basis.
To establish and regularly review the policies, systems, standards and structures of performance evaluation criteria, annual and long-term performance objectives and remuneration of the Company’s directors and officers.
To periodically evaluate the achievement of the performance targets of the Company’s directors and officers, and to determine the content and amount of their own individual remuneration based on the evaluation results of the performance evaluation criteria.
The Committee shall perform the duties under the preceding paragraph in accordance with the following principles
Ensuring that the compensation arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual’s performance and the Company’s operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.
There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company’s business.
Reasonableness shall be taken into account when the contents and amounts of the compensation of the directors and managerial officers are set. It is not advisable for decisions on the compensation of the directors and managerial officers to run contrary to financial performance to a material extent.
No member of the Committee may participate in discussion and voting when the Committee is deciding on that member’s individual compensation.
Operation of the Remuneration Committee
The Corporation’s remuneration committee consists of 4 members.
Term of office of current members: From August 5, 2021 to July 21, 2024. The remuneration committee convened a total of 3 meetings in 2023. Attendance of members is listed as follows :
Title
Convener
Name
Yen Kuo Lung
Attendance in Person
3
By Proxy
0
Attendance Rate(%)
100
Comments
Title
Committee Member
Name
Hsu Hsou Chun
Attendance in Person
3
By Proxy
0
Attendance Rate(%)
100
Comments
Title
Committee Member
Name
Su Ming Yang
Attendance in Person
3
By Proxy
0
Attendance Rate(%)
100
Comments
Title
Committee Member
Name
Wu Chia Hsun
Attendance in Person
0
By Proxy
0
Attendance Rate(%)
0
Comments
Appointed starting from August 10, 2023
Proposals and resolutions of the Remuneration Committee meetings
The remuneration committee held three regular meetings on March 13 ,May 4, and August 10 2023, to discuss the following matters:
- The amendments to the regulations related to remuneration to managers.
- The total annual bonuses to employees and directors.
- The proportion of bonuses to employees, directors and supervisors recognized as expenses.
- Review of the promotion and salary adjustment of managers.
- Allotment of employee bonuses to managers and director bonuses to directors.
- Review of the remuneration for newly appointed Corporate Governance Officer, Information Security Officer, and Chief Accountant.
- All of the preceding matters have been reviewed or approved by the remuneration committee.
- Resolutions of the remuneration committee and the Company's handling of the audit committee's opinions: Submitted to the board of directors for discussion, and all the proposals were approved by all the members without objection.
The remuneration committee held three regular meetings on March 13 , as of March 13 2024, to discuss the following matters:
- The amendments to the regulations related to remuneration to managers.
- The total annual bonuses to employees and directors.
- The proportion of bonuses to employees, directors and supervisors recognized as expenses.
- All of the preceding matters have been reviewed or approved by the remuneration committee.
- Resolutions of the remuneration committee and the Company's handling of the audit committee's opinions: Submitted to the board of directors for discussion, and all the proposals were approved by all the members without objection.
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee: none.
Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing: none.