Corporate Governance

Remuneration Committee

Remuneration Committee

Remuneration Committee Member Information

Name Professional qualification and experience Independence analysis Number of other public companies in which the individual is concurrently serving as an independent director
Chang, Chia-Hsing Has the work experience required for business, finance, accounting, and sales of the Company. No situations prescribed in Article 30 of the Company Act are found.
  1. The person, spouse, and relative within the second degree of kinship do not serve as the director, supervisor or employee of the Company or its affiliate.
  2. The person, spouse, and relative within the second degree of kinship (or under other’s name) do not hold the shares of the Company and ratio.
  3. Does not serve as the director, supervisor, or employee of a specified company or institution that has a financial or business relationship with the company (comply with Subparagraph 5-8, Paragraph 1, Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).
  4. Has not acquired remuneration from providing business, legal, financial, or accounting services to the Company or its affiliates.  
 2
Lin, Yu-Sheng Has the work experience required for business, finance, accounting, and sales of the Company. No situations prescribed in Article 30 of the Company Act are found.
  1. The person, spouse, and relative within the second degree of kinship do not serve as the director, supervisor or employee of the Company or its affiliate.
  2. The person, spouse, and relative within the second degree of kinship (or under other’s name) do not hold the shares of the Company and ratio
  3. Does not serve as the director, supervisor, or employee of a specified company or institution that has a financial or business relationship with the company (comply with Subparagraph 5-8, Paragraph 1, Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).
  4. Has not acquired remuneration from providing business, legal, financial, or accounting services to the Company or its affiliates.  
 None
Huang, Lan-Ying Has the work experience required for business, finance, accounting, and sales of the Company. No situations prescribed in Article 30 of the Company Act are found.
  1.  The person, spouse, and relative within the second degree of kinship do not serve as the director, supervisor or employee of the Company or its affiliate.
  2. The person, spouse, and relative within the second degree of kinship (or under other’s name) do not hold the shares of the Company and ratio.
  3. Does not serve as the director, supervisor, or employee of a specified company or institution that has a financial or business relationship with the company (comply with Subparagraph 5-8, Paragraph 1, Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).
  4. Has not acquired remuneration from providing business, legal, financial, or accounting services to the Company or its affiliates. 
 1

The Operation Status of the Remuneration Committee

The function of the compensation committee of our company is to evaluate the salary and compensation policies and systems of the directors and executives of our company from a professional and objective standpoint. The committee meets at least twice a year and may convene meetings as needed to provide recommendations to the board of directors for decision-making reference.

  • The Responsibilities of the Compensation Committee
    1. Establish and periodically review policies, systems, standards, and structures for assessing the performance and compensation of directors and executives.
    2. Periodically assess and establish compensation for directors and executives.
  • When exercising its duties, the Compensation Committee shall adhere to the following standards:
    1. Performance evaluation and compensation for directors and executives should be based on industry norms, taking into account individual performance, company performance, and the rationality of future risk relationships.
    2. Directors and executives should not be encouraged to engage in behavior that exceeds the company’s risk appetite in pursuit of compensation.
  • Execution Status
    1. The Salary and Remuneration Committee of the Company consists of three members.
    2. The current term of office for the committee: From June 16, 2022, to June 15, 2025.
    3. The attendance status of committee members for the year 2024 is as follows:
Title Name Expected attendance count Actual attendance in person By proxy Attendance rate (%) Note
Convener Chang, Chia-Hsing 1 1 0 100%  
Member Lin, Yu-Sheng 1 1 0 100%  
Member Huang, Lan-Ying 1 1 0 100%
  • Other matters to be recorded:
    • If the Board of Directors declines to adopt or modifies a recommendation of the Salary and Remuneration Committee, the date of the meeting, session, the content of the motion, resolution by the Board of Directors, and the Company’s response to the Salary and Remuneration Committee’s opinion (e.g. the remuneration passed by the Board of Directors exceeds the recommendation of the Committee, the circumstances and cause for the difference shall be recorded): None.
    • Resolutions of the Salary and Remuneration Committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, the content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.
    • Agenda, resolutions, and the company’s handling of feedback from the Compensation Committee.
Date Agenda content Resolution result The Company’s response to the opinion of the Salary and Remuneration Committee
2022-06-24
  1. Election of the convener of the Salary and Remuneration Committee.
  2. Discussion on the remuneration of Chairman and Vice Chairman.
  3. Discussion on the appointment and remuneration of President and Vice President.
  4. Discussion on the remuneration of Chairman of the overseas subsidiaries.
  5. Discussion on the remuneration of independent directors.
  6. Discussion on the travel expense of directors (independent directors).
  7. The entire committee members agree to pass it. The board of directors shall be passed with the agreement of all attending directors.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2022-07-07
  1. Adjustment of head of department.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2022-08-11
  1. 2021 distribution of remuneration of directors and supervisors.
  2. 2021 distribution of remuneration of employees.
  3. 2022 distribution of Mid-Autumn Festival bonus.
  4. Distribution of performance bonus for subsidiaries.
  5. Adjustment of head of department.
  6. Annual salary adjustment for department head and managerial officers of the subsidiaries.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2022-12-21
  1. 2022 distribution of year-end bonus for managerial officers.
  2. 2022 distribution of year-end bonus for managerial officers of subsidiaries.
  3. Amendments to the “Regulations Governing the Salary Management,” “Regulations Governing the Performance Management,” “Regulations Governing Promotion Management,” and “The Table of Ceiling and Floor of Basic Salary.”
  4. Amendments to the salary range table of subsidiary Shian Yih (Dongguan) Electronic and Dongguan Ke Sheng Optics and Photoelectric.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2023-03-15
  1. The remuneration allocation for directors and employees of our company for the fiscal year 2022.
  2. Personnel transfer proposal.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2023-06-12
  1. Appointment proposal for the Director of Corporate Governance.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2023-08-10
  1. The Director Remuneration Allocation Proposal for the Year 2022.
  2. The Employee Remuneration Disbursement Proposal for the Year 2022
  3. The Mid-Autumn Festival Bonus Disbursement Proposal for the Year 2023
  4. The Subsidiary Performance Bonus Disbursement Proposal
  5. Personnel Changes Proposal
  6. The Appointment Proposal for the New Chief Information Security Officer
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2023-12-21
  1. The Managerial End-of-Year Bonus Disbursement Proposal for the Year 2023
  2. The End-of-Year Bonus Disbursement Proposal for Subsidiary Managers for the Year 2023
  3. Personnel Appointment Proposal
  4. Proposal for Position and Salary Changes for Managers at Subsidiary Chian Yih
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2024-03-12
  1. The company's 2023 director and employee compensation distribution plan.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity

Organizational Regulations of the Compensation Committee (2023-8-10 The Board of Directors approved.)