報酬委員会
報酬委員会
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 June 28, 2024 to June 27, 2027.
3. The Remuneration Committee met 2 times in 2025 (A). The attendance of the members is as follows:
2. The term of this committee is from June 28, 2024 to June 27, 2027.
3. The Remuneration Committee met 2 times in 2025 (A). The attendance of the members is as follows:
| Title | Name | Attendance count (B) | Proxy Attendance Count | Actual Attendance rate % (B/A) | Note |
|---|---|---|---|---|---|
| Convener | Cai, Wen-Zhi | 2 | - | 100.00 | - |
| Committee member | Li Wen-Chang | 2 | - | 100.00 | - |
| Committee member | Wu Yu-Ti | 2 | - | 100.00 | Note |
| Committee member | Yang, Fu-Hsuan | 2 | - | 100.00 | - |
The Company's 2025 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 |
|---|---|---|---|
| 3rd meeting of the 6th Remuneration Committee 2025/01/10 |
1.Review the cash compensation for the Chairman, managers, and internal audit personnel for 2023, as well as the amount of year-end bonuses for 2024. 2.Review the company's employee salary management regulations and the annual salary adjustment plan for the chairman, managers, and internal auditors. |
All members of the committee agreed to adopt. | Approved by the 4th meeting of the 15th Board of Directors and would be issued from March 1st of this year. |
| 4th meeting of the 6th Remuneration Committee 2025/06/27 |
1.To review the amount of remuneration to be distributed to Chairman Lin Tsung-Chi, Director of Hai Hu Investment Inc., Director of Long Shen Investment Inc., Director Wang Chun-Chiang, and Independent Director Hsu, Fang-Yih for the 2024 fiscal year. | All members of the committee agreed to adopt. | Approved by the 7th meeting of the 15th Board of Directors and completed in accordance with the resolution. |
| 2.Review the amount of director's remuneration to be distributed to independent director Li Wen-Chang in 2024. 3.Review the amount of director's remuneration to be distributed to independent director Wu Yu-Ti in 2024. 4. Review the amount of director's remuneration to be distributed to independent director Yang Fu-Hsuan in 2024. 5.Review the amount of director's remuneration to be distributed to independent director Cai Wen-Zhi in 2024. |
All committee members abstained from voting, and the resolution was passed with the consent of the remaining committee members present. |
