Compensation Committee
The Company’s Board of Directors passed the establishment of the Company’s Remuneration Committee Charter in the board meeting in June 2014 and officially established the Remuneration Committee on June 19, 2014.
Duties of the Committee
Committee members must exercise the care of a prudent manager to fulfill the following duties, and offer recommendations to the Board of Directors for discussion:
I. Periodically review these Organizational Rules and make recommendations for amendments.
II.Establish and regularly review the performance evaluation standards and the policies, system, standards, and structure of remuneration for the Directors and managerial officers.
III.Periodically review and determine remuneration for the Directors and managerial officers.
The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
I. The performance evaluations and compensation of Directors and managerial officers should reference the common standards of industry peers, as well as consider the fairness of links between individual performance, the Company’s operational performance, and future risks.
II.There shall be no incentive for Directors or managerial officers to pursue remuneration by engaging in activities that exceed the risk appetite of the Company.
III. For Directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable remuneration shall be decided with regard to the characteristics of the industry and nature of the Company’s business.
The remuneration referred to in the two preceding paragraphs, including cash compensations, share options, dividends, retirement benefits, termination benefits, various stipends, and other measures with substantial incentives, must be consistent in scope with the items set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies. When the Board of Directors discusses the recommendation of the Committee, it shall take into account the overall amount of remuneration, payment method, the Company’s future risks, etc.
I. Periodically review these Organizational Rules and make recommendations for amendments.
II.Establish and regularly review the performance evaluation standards and the policies, system, standards, and structure of remuneration for the Directors and managerial officers.
III.Periodically review and determine remuneration for the Directors and managerial officers.
The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
I. The performance evaluations and compensation of Directors and managerial officers should reference the common standards of industry peers, as well as consider the fairness of links between individual performance, the Company’s operational performance, and future risks.
II.There shall be no incentive for Directors or managerial officers to pursue remuneration by engaging in activities that exceed the risk appetite of the Company.
III. For Directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable remuneration shall be decided with regard to the characteristics of the industry and nature of the Company’s business.
The remuneration referred to in the two preceding paragraphs, including cash compensations, share options, dividends, retirement benefits, termination benefits, various stipends, and other measures with substantial incentives, must be consistent in scope with the items set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies. When the Board of Directors discusses the recommendation of the Committee, it shall take into account the overall amount of remuneration, payment method, the Company’s future risks, etc.
Information on Members of the Committee
The Compensation Committee shall be composed of two Independent Directors and one professional.
Title | Name | Education/work experience |
Independent Director (Convener) | Chi-Chang Lu | Graduated from the Department of Mechanical Engineering of National Taiwan University, CPA Partner at Deloitte & Touche, qualified in CPA examination Other positions at the Company or elsewhere: Independent Director of Lealea Enterprise Co., Ltd., Independent Director of Global Brands Manufacture Ltd., Independent Director of Nyquest Technology Co., Ltd. |
Independent Director | Chun-Tang Yuan | Master’s degree in electrical engineering, University of Waterloo, Director of the Importers and Exporters Association of Taipei, Director of Taiwan Electrical and Electronic Manufacturers’ Association Other positions at the Company or elsewhere: Chairman of Pacific Electric Wire and Cable Co., Ltd., Director the Importers and Exporters Association of Taipei, Director of Taiwan Electrical and Electronic Manufacturers’ Association |
Member | I-Min Chen | Graduated from the Department of Applied Mathematics of National Chung Hsing University, Manager of the Department of System Engineering and Human Resources Department of HP Inc., Assistant Vice President of Walsin Lihwa Corporation, Member of the Remuneration Committee of Walsin Lihwa Corporation, Convener of the Remuneration Committee of Prosperity Dielectrics Co., Ltd. |
State of Operations of the Committee
The Compensation Committee met 5 times in 2021 and the job titles and attendance records of the committee members are as follows:
Title Name Attendance in person
by proxy Actual attendance rate (%)
Convener Lu, Chi-Chant (Note1) 5 0 100
Member Yuan, Jun-Tang 5 0 100
Member Chen, Yi- Min 5 0 100
Note 1: Mr. Chi-Chang Lu is a qualified CPA.
Major Resolutions of the Committee
Date/term of the Compensation Committee | Subject | Resolution | Response to the comments of the Compensation Committee |
2022/1/14 The 8th in the 4th term | 1.To approve the adjustment of the managerial compensation. 2.To approve the second half of 2021 managers’ compensation and Year-end bonuses. 3.To approve the percentage of distribution of employees’ compensation and remuneration of directors and for 2021. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |
2022/2/21 The 9th in the 4th term | To approve the 2021 managers’ compensation. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |
2022/4/27 The 10th in the 4th term | 1.To approve the 2021 directors’ compensation. 2.To approve the 2021 managers’ compensation. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |
2022/8/3 The 11th in the 4th term | 1.To approve the first half of 2022 managers’ compensation. 2.To appoint the appointment of the Company financial officer, accounting officer, spokesperson and corporate governance officer. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |
2022/8/29 The 12th in the 4th term | 1.To approve the adjustment of the managerial compensation. 2.To approve the first half of 2022 managers’ Profit Sharing compensation and Gatekeeper compensation. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |
2022/10/31 The 13th in the 4th term | 1.To discuss the Amendments of the “Rules for Performance Evaluation of Board of Directors”. 2.To approve the Profit Sharing compensation of the Q1 and Q3 of 2022. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |
2022/12/14 The 14th in the 4th term | approve the Year-end bonuses. | Proposal passed by the Compensation Committee. | Directors approved the proposal unanimously. |