Committees
Remuneration Committee
Remuneration Committee
The Remuneration Committee assists the Board of Directors in implementing and evaluating the Company's overall remuneration policy, the remuneration of directors and managers. The Committee shall faithfully perform the following functions, and provide recommendations to the Board of Directors for discussion:
| 1. | Periodically evaluate Remuneration Committee Charter and make improvement recommendations. |
| 2. | Formulate and periodically review the policies, systems, standards and structure relating to the performance evaluation and remuneration of directors and managers. |
| 3. | Periodically evaluate and formulate the remuneration of directors and managers. |
The Committee shall follow the following principles when performing the above-mentioned functions: | |
| 1. | The Committee will ensure the Company’s remuneration plan adheres to the relevant regulations and is effective in attracting talent for the Company. |
| 2. | With respect to the performance assessment and remuneration of directors and managers, it shall refer to the general pay levels adopted by peer companies, take into consideration the reasonableness of the correlation between remuneration and individual performance, the company´s business performance, and future risk exposure. |
| 3. | It shall not produce an incentive for the directors or managers to engage in activity to pursue remuneration exceeding the risks that the Company may take. |
| 4. | It shall take into consideration the characteristics of the industry and the nature of the Company's business when determining the ratio of bonus payout based on the short-term performance of its directors and senior managers. |
| 5. | The determination of the remuneration of directors and managers shall take into consideration the reasonableness and is advisable not to show a major disparity from the Company’s financial performance. In the event that the Company suffers a major decline in profit or long-term loss, the remuneration thereof is not suitable to be higher than that of the previous year. If it is still higher than that in the preceding year, reasonable explanation shall be provided in the annual report and reported at a shareholders' meeting. |
| 6. | The Committee members will be excused from the discussions and voting of their remuneration. |
Information on the attendance and operation of the Remuneration Committee
1. The Company’s Remuneration Committee consists of a total of 4 independent directors.
2. The term of this committee is from July 30, 2021 to July 29, 2024.
3. The Remuneration Committee met twice in 2023 (A). The attendance of the members is as follows:
2. The term of this committee is from July 30, 2021 to July 29, 2024.
3. The Remuneration Committee met twice in 2023 (A). The attendance of the members is as follows:
| Title | Name | Attendance count (B) | Proxy Attendance Count | Actual Attendance rate % (B/A) | Note |
|---|---|---|---|---|---|
| Convener | Hsu, Fang-Yih | 2 | - | 100.00 | - |
| Committee member | Cai, Wen-Zhi | 2 | - | 100.00 | - |
| Committee member | Wu Yu-Ti | 2 | - | 100.00 | (Note) |
| Committee member | Yang, Fu-Hsuan | 2 | - | 100.00 | - |
The Company's 2023 Remuneration Committee’s meeting dates, proposals and resolution results are as follows:
| Date | Proposals | Resolution results | The Company's action to the Remuneration Committee's opinions |
|---|---|---|---|
| The 6th meeting of the 5th Remuneration Committee 2023/01/10 |
Reviewed the amount of employee cash remuneration for 2021 and year-end bonus for 2022 for the chairman, managers and internal auditors. | All members of the committee agreed to adopt. | It has been approved by the 11th meeting of the 14th Board of Directors and has been implemented in accordance with the resolution. |
| The 7th meeting of the 5th Remuneration Committee 2022/05/06 |
1. Reviewed the amount of directors’ remuneration for 2022. 2. Reviewed the company's employee salary management measures and this year's salary adjustment plan for the chairman, managers and internal auditors. |
All members of the committee agreed to adopt. | It has been approved by the 16th meeting of the 14th Board of Directors and has been implemented in accordance with the resolution. |
