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 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 7, 2024, to June 12, 2027. 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.
The committee shall adhere to the following principles to perform its duties:
- Regularly review the organizational regulations of the Remuneration Committee and propose amendments.
- 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.
- 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:
- Ensure that the company's compensation arrangements comply with relevant laws and are sufficient to attract talent.
- 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.
- Directors and executives should not be encouraged to engage in risk-taking behavior beyond the company's risk capacity in pursuit of compensation.
- 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. 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.
- Committee members shall not participate in discussions and voting on decisions regarding their personal compensation.
The Remuneration Committee convened 3 meetings in the fiscal year 2024 (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 |
Remuneration Committee Meeting Information
2024/1/4:The 8th meeting of the 5th period
- Proposed year-end bonuses for managing directors in 2023
- Salary schemes for managing directors to be implemented in 2024
- 2023 Board of Directors Performance Evaluation Report
- 2023 Board Directors Bonus and Employee Bonus
- The disclosure items of the compensations for the Board Directors and Managing Directors in the 2023 Annual Report
- Bonus of the Board directors for 2023
- Bonus of Managing Directors for 2023
- Proposed year-end bonuses to Managing Directors for 2024
- Review of the “Compensation Procedure for Board Directors, Functional Committee Members and Managing Directors”
- Salary schemes for managing directors to be implemented in 2025