Compensation Committee
Establishment and Term of the Compensation Committee:
1. The Company's Compensation Committee was established on December 23, 2011, with three members.
2. The current term of the Committee members is from June 13, 2024 to June 12, 2027.
Composition of the Compensation Committee:
Composition: The Committee is composed entirely of independent directors appointed by resolution of the Board of Directors, with one member serving as the convener. The Committee’s term is aligned with that of the Board of Directors.
Functions and Responsibilities: The Committee shall exercise the due care of a prudent manager and perform the following duties, and submit its recommendations to the Board of Directors for discussion:
(1) Periodically review the charter and propose amendments.
(2) Establish and periodically review policies, systems, standards, and structures for the compensation and performance targets of directors and managerial officers.
(3) Periodically evaluate the performance of directors and managerial officers and determine their individual compensation packages.
| Title | Category | Name | Professional Qualifications | Experience | Current Positions |
|---|---|---|---|---|---|
| Convener | Independent Director | Tsai Yen-Ching | Extensive experience in business, legal, finance, accounting, or corporate operations |
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| Member | Independent Director | Wang Sung-Yuan | Extensive experience in business, legal, finance, accounting, or corporate operations |
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| Member | Independent Director | Yu Shang-Wu | Extensive experience in business, legal, finance, accounting, or corporate operations |
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Operation of the Compensation Committee
In 2025, the 6th Compensation Committee convened 5 meetings, and attendance was as follows:
| Name | Qualification Criteria | Meetings Required | Meetings Attended | Proxy | Attendance Rate |
|---|---|---|---|---|---|
| Tsai Yen-Ching | ■1 □2 ■3 | 5 | 5 | 0 | 100% |
| Wang Sung-Yuan | ■1 □2 □3 | 5 | 5 | 0 | 100% |
| Yu Shang-Wu | ■1 □2 ■3 | 5 | 5 | 0 | 100% |
Qualification Criteria:
1. Lecturer or above in business, legal, finance, accounting-related fields.
2. Certified professionals such as judges, lawyers, CPAs.
3. Relevant professional experience.
Meetings and Resolutions of the Compensation Committee
| Date | Agenda | Resolution | Board Handling |
|---|---|---|---|
| 2025/01/08 | Executive bonus proposal for 2024 | Approved unanimously | Approved by Board |
| 2025/03/06 |
1. Employee compensation 2. Director compensation 3. Sustainability Committee attendance fee |
Approved unanimously | Approved by Board |
| 2025/05/09 | Director remuneration proposal | Approved unanimously | Approved by Board |
| 2025/07/11 |
1. Executive salary adjustment 2. Employee bonus distribution 3. Mid-year executive bonus 4. Early retirement plan |
Approved unanimously | Approved by Board |
| 2025/12/29 | Establishment of executive compensation policy | Approved unanimously | Approved by Board |
Board Function Enhancement and Implementation
(1) The Compensation Committee regularly reviews executive compensation and incentive programs.
(2) Board operations comply with corporate governance regulations.
(3) An Audit Committee was established on August 12, 2021 to enhance governance.
(4) Investor Relations information is disclosed on the Company website.
(5) Annual board evaluation results are reported to the Board.
- Board Overall Performance: Excellent
- Directors' Performance: Excellent
- Audit Committee: Excellent
- Compensation Committee: Excellent
Evaluation Scale:
- 5 = Strongly Agree
- 4 = Agree
- 3 = Neutral
- 2 = Disagree
- 1 = Strongly Disagree