Corporate Governance

Functional Committee

Remuneration Committee

The Remuneration Committee was established on December 27, 2011. The committee shall consist of no fewer than three members, appointed by the Board of Directors. The majority of the members shall be independent Board directors. The tenure of committee members shall be consistent with Board directors. In case a member of the committee is removed due to any reason resulting in the number of members falling below the above-mentioned requirement, the Board of Directors shall convene a meeting within three months from the occurrence of the fact to make a new appointment. However, if an independent director is removed and there are no other independent directors available, the company may appoint a non-independent director as a member of the Remuneration Committee until the appointment of an independent director. The committee shall convene at least twice a year, but may hold additional meetings in case of urgent matters.

The current committee's term of office is from July 2, 2021, to July 1, 2024. The list is as follows:

Remuneration Committee Members Members Education and Career
Chairperson and Committee Member Chang-Chou Li Master of Accounting from the University of Illinois at Urbana-Champaign, USA
Partner Accountant at PwC Taiwan
Committee Member I –Yen Lu Master of Mechanical Engineering from National Chiao Tung University
Vice Chairman of Digiwin Software Co., Ltd
Committee Member James S.J. Cheng Judicial Track in the Department of Law, College of Law and Business, National Chung Hsing University
Partner at Tsar & Tsai Law Firm

Responsibilities and Operation Status

The committee shall, with the care of a prudent manager, faithfully fulfill the following duties and submit the proposed recommendations for discussion by the Board: Periodically review the organizational regulations of the Remuneration Committee and suggest amendments. Establish and periodically review policies, systems, standards, and structures for the performance evaluation and compensation of directors and executives of the company. Conduct regular assessments of the achievement of performance targets for directors and executives of the company, and establish the content and amount of their individual compensation.

  1. Regularly review the organizational regulations of the Remuneration Committee and propose amendments.
  2. Establish and periodically review the policies, systems, standards, and structures for the assessment of the performance and compensation of the Company's directors and executives.
  3. Regularly assess the achievement of performance objectives for the Company's directors and executives, and establish the content and amount of their individual compensation.

The committee shall adhere to the following principles to perform its duties:

  1. Ensure that the company's compensation arrangements comply with relevant laws and are sufficient to attract talent.
  2. Performance evaluations and compensation for board directors and management executives should reference industry standards and take into account individual performance assessments, time commitment, responsibilities undertaken, achievement of personal goals, performance in other roles, compensation provided by the company in recent years to individuals in equivalent positions, as well as an assessment of individual performance in relation to the company's short-term and long-term business objectives, financial condition, and the correlation with the company's operational performance and future risks.
  3. Directors and executives should not be encouraged to engage in risk-taking behavior beyond the company's risk capacity in pursuit of compensation.
  4. The ratio of short-term performance-based bonuses for directors and senior executives and the timing of variable compensation payments should be determined taking into consideration industry characteristics and the nature of the company's business.
  5. 5. The determination of the compensation for board directors' and management executives should consider its reasonableness. The determination of the compensation board directors' and management executives should not be significantly inconsistent with financial performance. If there is a significant decline in profits or long-term losses, their compensation should not be inappropriate higher than the previous year. If it is still higher than the previous year, a reasonable explanation should be disclosed in the annual report and the shareholders' meeting report.
  6. Committee members shall not participate in discussions and voting on decisions regarding their personal compensation.
The term "compensation" referred to in the first two items includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other measures with substantial rewards. The scope should be consistent with the "Regulations Governing the Contents to be Recorded in the Annual Reports of Public Issuers" regarding the compensation of board director and management executives.

The Remuneration Committee convened 3 meetings in the fiscal year 2022 (A), and the attendance of independent directors is as follows:

Job Title Name Actual Attendance Count (B) Proxy Attendance Count Actual Attendance Rate (%) (B/A)
Chairperson Joseph Li 3 0 100
Committee Member Rick Lu 3 0 100
Committee Member James S.J. Cheng 3 0 100