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Compensation Committee

Compensation Committee responsibilities, members and resumes

Position Name / Education Experience / Major Current Positions
Chairman

LIN, SHANG-AN

Education Experience
  • National Cheng Kung University
  • Director and General Manager of Shen Kai Preciision co,Ltd.
Major Current Positions
  • Director of Shen Kai Precision co, Ltd.
Members

ZHANG, ZHI-MING

Education Experience
  • Department of Law,National Chung Hsing University
Major Current Positions
  • Dano Law Firm
Members

YE, FANG-DE

Education Experience
  • Department of Finance SHU-TE UNIVERSITY
Major Current Positions
  • Jiang Hong International Consultant Co.,Ltd

Note: The term of the above Salary and Remuneration Committee members is from 2023.06.14 to 2026.06.13

Remuneration committee operating powers

The Company’s Salary and Remuneration Committee is composed of all independent directors and holds at least two meetings each year. Its main powers are listed as follows:

1.Regularly review the "Organizational Rules of the Salary and Remuneration Committee" and propose amendments.

2.Establish and regularly review the policies, systems, standards and structures for the company's annual and long-term performance goals and salary remuneration for directors and managers.

3.Regularly evaluate the achievement of performance targets of the company's directors and managers, and determine the content and amount of their individual salary remuneration.

The reasons for discussion and resolution of the company’s 2020 salary and compensation committee, and the company’s handling of members’ opinions:

Meeting Date Proposal Content Resolution Result
2020.11.11 (1)Election of the convener and chairman of the 4th Salary and Compensation Committee.

After 2020.11.11 Remuneration Committee, all the present members passed the proposal without objection.
2020.12.17 (1) Formulate the "Remuneration Measures for Directors, Members of Functional Committees, and Managers".
(2) The year-end bonus case for managers of the company in 2020 years.		 After the 2020.12.17 Remuneration Committee, all the members present passed the proposal without objection.

 

The reasons for discussion and resolution of the company's 2021 salary and compensation committee, and the company's handling of members' opinions:

Meeting Date Proposal Content Resolution Result
2021.05.10 (1) Revise the company's "Performance Incentive Measures" proposal. After 2021.05.10 Remuneration Committee, all the members present passed the proposal without objection.
2021.12.15 (1) Revise the company's "Performance Incentive Measures" proposal. After 2021.12.15 Remuneration Committee, all the members present passed the proposal without objection.

 

The reasons for discussion and resolution of the company's 2022 salary and compensation committee, and the company's handling of members' opinions:

Meeting Date Proposal Content Resolution Result
2022.08.10 (1) Revise the company's "Performance Incentive Measures" proposal. After 2022.08.10 Remuneration Committee, all the members present passed the proposal without objection.
2022.12.15 (1) The year-end bonus case for managers of the company in 2022 years. After 2022.12.15 Remuneration Committee, all the members present passed the proposal without objection.

 

The reasons for discussion and resolution of the companys 2023 salary and compensation committee, and the companys handling of members opinions:

Meeting Date Proposal Content Resolution Result
2023.03.09 (1) The distribution remuneration case of the directors' in 2022.
(2) Assign the Corporate Governance Officer.

After 2023.03.09 Remuneration Committee, all the present members passed the proposal without objection.
2023.05.08

(1)Approved the amendment to the "Remuneration Measures for Directors, Members of Functional Committees and Managers".

(2)Approval of 2022 Director bonus distribution plan.

(3)Approval of 2022 Managers' employee bonus distribution plan.

After 2023.05.08 Remuneration Committee, all the present members passed the proposal without objection.

 

The reasons for discussion and resolution of the companys 2024 salary and compensation committee, and the companys handling of members opinions:

Meeting Date Proposal Content Resolution Result
2024.01.12 (1)The year-end bonus case for managers of the company in 2023 years.

After 2024.01.12 Remuneration Committee, all the present members passed the proposal without objection.
2024.03.07 (1)The distribution of the directors' and employees' 2023 compensation.

After 2024.03.07 Remuneration Committee, all the present members passed the proposal without objection.

 

Compensation Committee Performance Evaluation

The company has established a Regulations Governing the Board and Functional Committees Performance Evaluation, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2022 annual performance evaluation is as follows:

Evaluation Type Evaluation Method Criteria Evaluation Result
Overall Compensation Committee Performance Evaluation Evaluated by the Compensation Committee according to the actual operation of the Functional Committee.
  • Participation in the operation of the company
  • Awareness of the duties of the functional committee
  • Improvement of quality of decisions made by the functional committee
  • Makeup of the functional committee and election of its members.
  • Internal control
  • The assessment results show that the overall operation of the Compensation Committee of the company is still perfect, in line with the spirit of corporate governance.
  • The above performance evaluation results were reported to the board of directors on March 09, 2023
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