Compensation Committee
Operations of the Compensation Committee
Composition:
The compensation committee has three members who have one of the following professional qualifications, and has more than five years of work experience.
(1) Being a Certified Public Accountant or being a professional or technical specialist who has passed a national examination and been awarded a certificate.
(2) Having work experience in the areas of commerce, law, finance, accounting, or otherwise necessary for the business of the Company.
Information on the Members of the Compensation Committee
|
Criteria
Title Name |
Professional Qualification & Work Experience |
Independence Status (Note 1) |
Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|
|
Independent Director |
Chen, Hsiang-Sheng |
National Taiwan Normal University
Vice President, Chin-Poon Industrial Co., Ltd. |
Compliance (without the case of Note 1) |
0 |
|
Independent Director |
Chen, Shi-Shu |
National Chung Hsing University
CPA, Kudos & Co., C.P.A.s |
Compliance (without the case of Note 1) |
0 |
|
Independent Director |
Hsu, Sung-Tsai |
Chinese Culture University
Senior Assistant Manager, Standard Chartered Bank (Taiwan) Limited |
Compliance (without the case of Note 1) |
0 |
Note 1: The independent directors shall remain their independence status which include but is not limited to whether he or she, his or her spouse or relatives within the second degree of kinship are directors, supervisors or employees of the Company or its affiliates, the number and proportion of the Company’s shares held by him or her, his or her spouse or relatives within the second degree of kinship (or held by the person under others’ names), whether they serve as directors, supervisors or employees in a company that has a specific relationship with the Company (refer to the provisions of Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies), and the amount of remuneration received for the provision of business, legal, financial and accounting services to the Company or its affiliates in the last two years.
Responsibility:
The compensation committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the board of directors.
(1) To prescribe and periodically assess the policy, system, standards, and structure for reviewing the performance of directors, supervisors and managerial officers, and deciding their remuneration and compensation.
(2) To periodically evaluate and prescribe the remuneration and compensation of directors, supervisors, and managerial officers.
Operations of the Compensation Committee
(1) The Company has three members in the compensation committee.
(2) Term: from June 27, 2023 to June 26, 2026. The compensation committee has held 5 meetings (A) (2 meetings for former committee and 3 meetings for current committee) for the most recent fiscal year (2023). The attendance records of committee members are as followings:
|
Title |
Name |
Attendance in Person |
Attendance by Proxy |
Ratio of Attendance [B/A] |
Remarks |
|
Chairperson |
Chen, Hsiang-Sheng |
4 |
0 |
100 |
|
|
Member |
Chen, Shi-Shu |
3 |
1 |
75 |
|
|
Member |
Hsu, Sung-Tsai |
4 |
0 |
100 |
|
|
Other Important Information: 1. If the Board of Directors does not adopt or amend the recommendations of the compensation committee, it shall state the date and period of the board of directors, the content of the proposal, the resolutions of the board of directors and the Company’s treatment of the opinions of the compensation committee (e.g. if the remuneration and compensation approved by the board of directors is better than those proposed by the compensation committee, the Company should state the difference and the reasons): None. 2. If members of the compensation committee have objections or reservations in the compensation committee's resolutions, which have been recorded in the minutes or in a written statement, the Company should state the date and period of the compensation committee meetings, the content of the proposals, the opinions of all members and the treatment of members' opinions: None. |
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Information on the Meetings of the Compensation Committee
|
Date |
Meeting |
Proposal |
Resolution and Execution |
|
Jan. 9, 2023 |
First Meeting in 2023 |
1. The Company's year-end bonus proposal. |
Approved with no objection from all members. |
|
2. Proposal for Year-end Bonuses for Mrs. Yu-Chih Tseng-Liu as the chairperson. |
Mrs. Tseng-Liu has avoided the resolution because of conflicts of interest. Approved with no objection from all members. |
||
|
Mar. 13, 2023 |
Second Meeting in 2023 |
1. Proposal for the Compensation of Employees and the Remuneration of Directors of 2022. |
The directors at the meeting took turns to avoid the discussion of his/her own remuneration due to the principle of avoidance of interest. Approved with no objection from all members. |
|
Jul. 7, 2023 |
Third Meeting in 2023 |
1. Nomination of the Convener of the Compensation Committee for a New Term. |
After discussion by the members of the Audit Committee, they unanimously agreed to elect Mr. Chen, Hsiang-Sheng as the convener of the current (fifth term) Compensation Committee. |
|
Aug. 10, 2023 |
Fourth Meeting in 2023 |
1. Compensation Packages for the Chairperson, Chief Officers, Chief Corporate Governance Officer and Internal Auditing Officer. |
Mrs. Tseng-Liu and all chief officers who was present have avoided the resolution because of conflicts of interest. Approved with no objection from all members. |
|
Jan. 18, 2024 |
First Meeting in 2024 |
1. The Company's year-end bonus proposal. |
Approved with no objection from all members. |
|
2. Proposal for Year-end Bonuses for Mrs. Yu-Chih Tseng-Liu as the chairperson. |
Mrs. Tseng-Liu has avoided the resolution because of conflicts of interest. Approved with no objection from all members. |
||
|
Feb. 29, 2024 |
Second Meeting in 2024 |
1. Proposal for the Compensation of Employees and the Remuneration of Directors of 2023. |
The directors at the meeting took turns to avoid the discussion of his/her own remuneration due to the principle of avoidance of interest. Approved with no objection from all members. |