The Remuneration Committee operates with a professional and objective stance to evaluate the compensation policies and systems for the directors (including independent directors) and managers of the company and its subsidiaries. The committee meets at least twice a year and submits recommendations to the Board of Directors for their consideration in decision-making.
Composed entirely of independent directors, the committee operates in accordance with the company’s “Remuneration Committee Charter.” Its primary responsibilities are:
Establishing and periodically reviewing the policies, systems, standards, and structures for the performance evaluation and compensation of directors and managers.
Regularly evaluating and determining the compensation of directors and managers.
Ensuring that the compensation arrangements for the company and its subsidiaries comply with relevant laws and regulations and are sufficient to attract outstanding talent.
The performance evaluation and compensation of directors (including independent directors) and managers should be based on industry standards and consider individual performance evaluation results, time invested, responsibilities undertaken, achievement of personal goals, performance in other positions, compensation given to individuals in similar positions in recent years by the company and its subsidiaries, and the achievement of short-term and long-term business goals of the company and its subsidiaries. Additionally, the financial status of the company and its subsidiaries should be considered in order to reasonably evaluate the correlation between individual performance, the company’s operational performance, and future risks.
Directors (including independent directors) and managers should not be encouraged to engage in activities that exceed the risk tolerance of the company and its subsidiaries in pursuit of compensation.
The proportion of bonuses and the timing of payment for variable compensation for short-term performance of directors (including independent directors) and senior managers should be determined based on industry characteristics and the nature of the company’s and its subsidiaries’ business.
The content and amount of compensation for directors (including independent directors) and managers should be reasonable. The determination of compensation for directors (including independent directors) and managers should not significantly deviate from financial performance. If there is a significant decline in profits or long-term losses, their compensation should not be higher than the previous year. If it is still higher than the previous year, the reason for this should be disclosed in the annual report and reported to the shareholders’ meeting.
Members of this committee shall not participate in the discussion or voting on decisions regarding their own compensation.
The term “compensation” in the preceding two items includes cash compensation, stock options, dividend reinvestment, retirement benefits or severance pay, various allowances, and other measures with substantial incentives. The scope should be consistent with the items to be recorded in the annual report of a publicly-traded company regarding the compensation of directors (including independent directors) and managers.
Matters related to the compensation of directors (including independent directors) and managers of the company and its subsidiaries, if decided based on the responsibilities of the subsidiaries, must be approved by the company’s board of directors after being recommended by this committee and then submitted to the board of directors for discussion.
According to the company’s Remuneration Committee Charter, the committee consists of three members appointed by a resolution of the Board of Directors, one of whom serves as the convenor. The professional qualifications and independence of the members must comply with the provisions of Articles 5 and 6 of the Remuneration Committee Powers Regulations.
The term of the fifth Remuneration Committee is from June 25, 2024, to June 24, 2027.
| Name | Professional Qualifications and Experience | Independence Status | Number of members who concurrently serve as members of the remuneration committees of other publicly traded companies |
|---|---|---|---|
| Hsu, Wen-Kuan | Bachelor of Accounting, Soochow University; CPA of PricewaterhouseCoopers Certified Public Accountants; Chief Accountant of Suzhou Branch of PwC PricewaterhouseCoopers China. Over five years of experience in business, finance, accounting and corporate business, and professional capabilities in financial planning and accounting. | The director, their spouse, and relatives within two degrees of kinship do not serve as directors, supervisors, or employees of the company or its related enterprises;
|
1 |
| Tsai, Yu-Chin | Director of the Audit Dept., KPMG Taiwan; Taiwan Certified Public Accountant license; PhD, School of Accounting, Shanghai University of Finance and Economics; Currently serves as an Assistant Professor at the China University of Technology; Over five years of experience in business, finance, accounting, and corporate operations, with expertise in financial planning and accounting. | 1 | |
| Huang, Lei-Kang | PhD in law from Tulane University in Louisiana, USA, and a BA in psychology from the University of California, Los Angeles.Served as chairman of Lotus Education Foundation. Currently President of International Campus of the Keuka College, New York, USA, and practicing attorney in California, USA. | 0 | |
| Lee Jin-Wei | BA in power mechanical engineering from Tsinghua University and a master’s degree in biomedical engineering from the University of Southern California. Founder and CEO of J-Reach Co. | 0 |
| Name | Professional Qualifications and Experience | Independence Status | Number of members who concurrently serve as members of the remuneration committees of other publicly traded companies |
|---|---|---|---|
| Hsu, Wen-Kuan | Bachelor of Accounting, Soochow University; CPA of PricewaterhouseCoopers Certified Public Accountants; Chief Accountant of Suzhou Branch of PwC PricewaterhouseCoopers China. Over five years of experience in business, finance, accounting and corporate business, and professional capabilities in financial planning and accounting. | The director, their spouse, and relatives within two degrees of kinship do not serve as directors, supervisors, or employees of the company or its related enterprises;
|
1 |
| Tsai, Yu-Chin | Director of the Audit Dept., KPMG Taiwan; Taiwan Certified Public Accountant license; PhD, School of Accounting, Shanghai University of Finance and Economics; Currently serves as an Assistant Professor at the China University of Technology; Over five years of experience in business, finance, accounting, and corporate operations, with expertise in financial planning and accounting. | 1 | |
| Huang, Lei-Kang | PhD in law from Tulane University in Louisiana, USA, and a BA in psychology from the University of California, Los Angeles.Served as chairman of Lotus Education Foundation. Currently President of International Campus of the Keuka College, New York, USA, and practicing attorney in California, USA. | 0 | |
| Lee Jin-Wei | BA in power mechanical engineering from Tsinghua University and a master’s degree in biomedical engineering from the University of Southern California. Founder and CEO of J-Reach Co. | 0 |
