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Remuneration Committee
Remuneration Committee
Remuneration Committee Formation
In accordance with the provisions of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” of the Financial Supervisory Commission and the “Remuneration Committee Charter” of the Company, for the appointment of the fifth term of Remuneration Committee members of the Company made by the Board of Directors on August 2, 2022, the Company appointed three Independent Directors, Chia-Hsing Chang, Ming-Tsung Shih and Tu-Ming Tsai, to assume the positions of Remuneration Committee members, and the term of office shall be from June 15, 2022 to June 14, 2025, the same as the term of office of the present term of Board of Directors. The committee members shall elect one person to act as the Committee Convener.
Information of Remuneration Committee Members
|
Name |
Professional Qualification and Experience |
|
|
Independent Director (Convener) |
Chia-Hsing Chang |
EMBA, National Chiao Tung University Credit Specialist, CTBC Bank Co., Ltd. Assistant Manager of Underwriting Department, Grand Cathay Securities Corporation Manager of Underwriting Department, MasterLink Securities Corp. Senior Specialist of Chairman’s Office/Business Management Office, Fuxing Enterprise Co., Ltd. Executive Director/CFO, Global Material Science Taiwan Co. Ltd. Supervisor, ACULA Technology Corp. Independent Director, Shian Yih Electronic Industry Co., Ltd. Responsible Person, Tong Xing Zhi Yuan Management Consulting Ltd. Responsible Person, Ding Cheng Investment Co., Ltd. |
|
Independent Director |
Ming-Tsung Shih |
Master, College of Accounting, National Chengchi University Qualified for Certified Public Accountant Manager, Deloitte Taiwan Adjunct Instructor of Department of Accounting, Tung Hai University Assistant Vice President of Financial Department, Chin Yi Fung Enterprises Co., Ltd. Manager of Financial Department, Special Assistant to CEO, Sunspring Metal Corporation Assistant Vice President of Financial Department, Special Assistant to Chairman, Vice President of President’s Office, Taiwan Paiho Limited Director, PT. Paiho Indonesia |
|
Independent Director |
Tu-Ming Tsai |
PhD. in Industrial Engineering, Iowa State University Principal Engineer, Digital Equipment Corporation Professor of Department of Industrial Engineering and Management, Yuan Ze University |
Responsibilities of Remuneration Committee
1. Review this charter periodically and propose recommendations on revision.
2. Establish and periodically review the Company’s performance evaluation standards for directors and managerial officers, annual and long-term performance goals, remuneration policy, system, standard and structure, and disclose the content of performance evaluation standard in the annual report.
3. Evaluate the performance goal achievement status of the Company’s directors and managerial officers periodically, and establish individual remuneration content and amount according to the evaluation result obtained in accordance with the performance evaluation standard. The annual report shall disclose the individual performance evaluation result of directors and managerial officers, the content and amount of individual remuneration as well as the correlation and reasonableness of the performance evaluation result, and report such result in the shareholders’ meeting.
Remuneration Committee Operation Status
In 2024, a total of 3 times (A) of Remuneration Committee meetings were held, and the attendance status is as follows:
|
Job Title |
Name |
Actual Number of Attendance (B) |
Number of Attendance by Proxy |
Actual Attendance Rate (%) (B/A) |
|
Convener |
Chia-Hsing Chang |
3 |
0 |
100% |
|
Committee Member |
Ming-Tsung Shih |
3 |
0 |
100% |
|
Committee Member |
Tu-Ming Tsai |
3 |
0 |
100% |
|
Date |
Discussion |
Resolution Result |
Response of the Company to Opinions of Remuneration Committee |
|
2024.03.07 |
1. Proposal for amendment to the “Regulations Governing Employee Remuneration”. 2. Assessment on correlation and reasonableness of 2023 remuneration and performance evaluation result of directors and managerial officers. 3. Proposal on distribution of 2023 remuneration of directors and managerial officers and remuneration of employees. 4. 2024 remuneration structure and payment amount for directors and managerial officers. |
Cases 3 and 4 involved recusal for conflict of interest, and individual committee member recused from the meeting participation. For the rest of the cases, they were passed by all of the attending committee members according to the original proposal without objections. |
After review and approval, it was submitted to the Board of Directors for resolution. |
|
2024.07.04 |
1. Proposal for adjustment of the appropriation ratio of remuneration of employees. 2. Proposal for dismissal of managerial officers of the Company and appointment of new managerial officers and remuneration thereof. |
Proposal was approved by all attending committee members according to the original proposal. |
After review was approved, it was submitted to the Board of Directors for resolution. |