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 |