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  • 1. Main duties of the Remuneration committee

    (1) Formulate and regularly review the policies, systems, standards and structure of the Company's annual and long-term performance targets and remuneration of directors and managers.

    (2) Regularly evaluate the achievement of the performance targets of the directors and managers of the Company, and determine the content and amount of their individual remuneration.

     

    2. Member of the Remuneration Committee

    Title

           Criteria

    Name

    Professional Qualification Requirements and Work Experience

    Independent director

    (convener)

    Renn, Jyh-Chyang

    Professor of Department of Mechanical Engineering, National Yunlin University and Consultant of Taiwan Fluid Power Association, with industry knowledge and crisis management skills

    Independent director

    Lin, Yu-Ya

    Partner Accountant of Pey-Sheng CPAs Firm, with accounting and financial analysis and crisis management skills

    Independent director

    Lin, Ken-Mao

    Chairman of Welldar Industrial Co., Ltd., with ability of operation management and operational judgment

    Independent director

    Huang, Yi-Wen

    Attorney-at-law of Via Justice Law Offices, with crisis management skills

     

     

    3. Operation of the Remuneration Committee

    Term of the committee members: June 16, 2022 ~ June 15, 2025. A total of 2 meetings of the remuneration committee were held in the most recent years. Director attendance was as follows:

    Title

    Name

    Attendance in Person

    By Proxy

    Attendance rate (%)

    Remark

    Convener

    Renn, Jyh-Chyang

    2

    0

    100%

    -

    Committee Member

    Lin, Yu-Ya

    2

    0

    100%

    -

    Committee Member

    Lin, Ken-Mao

    2

    0

    100%

    -

    Committee Member

    Huang, Yi-Wen

    2

    0

    100%

    -

    Notes:

    1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.

    2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.

    3. Operation of the Remuneration Committee

    The Remuneration Committee Date

    Proposal Contents

    Results

    Company’s respond to the opinions of the remuneration committee

    January 18, 2024

    The fourth meeting of the remuneration committee of the fifth term

    Approve the “Rules for the Remuneration of Senior Managers” of the Company.

    All members agree.

    No objection.

    Approved the position and remuneration adjustment for senior managers at or above m6 level of the Company.

    All members agree.

    No objection.

    Approve to adjust position and remuneration adjustment for Li, Huai-Wei, the Vice General Manager of the Company and the General Manager of Mainland China Business Group.

    All members agree.

    No objection.

    Approve to adjust position and remuneration adjustment for Tsao, Yung-Hsiang, the Chief Financial Officer of the Company.

    All members agree.

    No objection.

    May 30, 2024

    The fifth meeting of the remuneration committee of the fifth term

    Approve the Company’s profit distributable to the employees as compensation for 2023

    All members agree.

    No objection.

    Approved the position and remuneration adjustment for senior managers at or above m6 level of the Company.

    All members agree.

    No objection.

     

     

    4. The performance evaluation of the Remuneration Committee

    The criteria for the remuneration committee performance evaluation covers 19 indicators in five aspects. The average score is 4.71 out of 5, indicating that the remuneration committee functions well and complies with corporate governance requirements.

     

    Five aspects

    No. of Indicators

    Average Score

    A. Participation in the operation of the company.

    4

    4.88

    B. Awareness of the duties of the functional committee

    4

    4.50

    C. Improvement of the quality of decision made by the functional committee

    7

    4.75

    D. Makeup of the functional committee and election of its members.

     

    4

    4.69