Remuneration Committee
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Operation and Composition of Remuneration Committee
- • Profile of Remuneration Committee Members
| Title |
Name\Criteria |
Professional Qualification and Experiences |
Independence (note 1) |
Number of other Public Companies in Which the Individual is Concurrently Serving as a Remuneration Committee Member |
| Chairman |
Hung Ching Lee |
For detailed disclosure, please refer to “Profiles of Directors” |
1、2、3、4、5、6、7、8、9、10、11 |
0 |
| Member |
Su-Pi Shen |
For detailed disclosure, please refer to “Profiles of Directors” |
1、2、3、4、5、6、7、8、9、10、11 |
0 |
| Member |
Samuel Lee |
- • B.S. in Accounting, Tung Hai University
- • Financial Officer, EnTie Commercial Bank
- • VP& Head of Treasury, Bank of Nova Scotia, Taipei Branch
- • VP & Head of Treasury, Bank of Hawaii, Taipei Branch
- • Financial Officer, Bank of Nova Scotia, Taipei Branch
- • Professional License of Finance, Proficiency Test for Bank Internal Control by Taiwan Academy of Banking and Finance
|
1、2、3、4、5、6、7、8、9、10、11 |
0 |
- Notes:
- (1) Not an employee of the company or its affiliates.
- (2) Not a Director or supervisor of the company or any of its affiliates. Not applicable in case where the person is an independent director of the Company, its parent company, a subsidiary, or any subsidiary under the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.
- (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in shareholding.
- (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
- (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds five percent (5%) or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a Director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Act. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
- (6) Not a Director, supervisor, or employee of a corporate shareholder that the majority of the company's Director seats or voting shares are controlled by the same person. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
- (7) Not a Director (or managing director), supervisor, or employee of another company or institution that the chairperson, general manager, or person holding an equivalent position of the company are the same person or are spouses. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
- (8) Not a Director, supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.
- (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
- (10) Not been a person of any conditions defined in article 30 of the Act.
- (11) Not having a marital relationship, or a relative within the second degree of kinship to any other member of the Board.
• Attendance of Members of the Remuneration Committee Meetings
- The Remuneration Committee held three committee meetings in the previous years, and the attendance of members is tabulated below:
| Title |
Name |
Attendance in Person |
Attendances Through Proxy |
Attendance Rate (%) |
Remarks |
| Chairman |
Hung Ching Lee |
3 |
0 |
100 |
Re-appointed on 2022/07/15 |
| Member |
Su-Pi Shen |
3 |
0 |
100 |
Newly appointed on 2022/07/15 |
| Member |
Samuel Lee |
3 |
0 |
100 |
Re-appointed on 2022/07/15 |
- On August 31, 2011, the BoD approved the “Remuneration Committee Charter” in accordance with relevant regulations. Tenure for the Committee is the same as that of the Board of Directors. The first Remuneration Committee was established on September 30, 2011 and four terms have passed since.
- The current Remuneration Committee is composed of three members. The tenure is for three years from July 15, 2022 to June 16, 2025, the same termination date as the end of the current BoD term. The Committee shall exercise the due care of a good administrator to faithfully perform the following duties and present its recommendations to the BoD for discussion:
- • Establish and periodically review the performance evaluation and the policies, systems, standards, and structure for the remuneration for Directors and management personnel.
- • Periodically assess and determine the remuneration and compensation of Directors and management personnel.
• Major Resolution Resolved by The Remuneration Committee Meeting:
| Date of Resolution |
Committee Term |
Session |
Summary of Resolution |
Opinion of Independent Directors and Company’s Response |
| 2024/03/07 |
5 |
6 |
- • Reported the status of performance evaluation on the Board of Directors and Functional Committee.
- • Approved the distribution plan for FY2023 employees’ bonus and remuneration for Directors.
|
Approved by all committee members unanimously. |
| 2024/07/31 |
7 |
- • Approved the detailed distribution plan for FY2023 remuneration for Directors.
- • Approved the distribution plan for FY2023 employees’ bonus for management personnel.
- • Approved the dismissal of the Company’s management personnel.
|
| 2024/12/18 |
8 |
- • Approved the distribution of FY2024 year-end bonus to the management team.
- • Approved promotion of the Company’s management personnel.
|
Remuneration Committee Charter