Corporate Governance

Remuneration Committee

Remuneration Committee

Remuneration Committee Member Information

Title Name Professional qualification and experience
Convener Chang, Chia-Hsing

Bachelor’s degree, Department of Public Finance, National Chengchi University

EMBA , National Chiao Tung University

Clerk of credit extension/credit investigation, Taichung regional center, CTBC Bank

Assistant Manager, Underwriting Department, Grand Cathay Securities Corporation

Manager, Underwriting Department, Masterlink Securities Corp.

Senior Commissioner, Operation Management Office, Darwin Precisions Co., Ltd.

Executive Director/Chief Financial Officer/Spokesperson, Global Material Science Taiwan Co. Ltd.

Supervisor, ACULA Technology Corp.

Instructor of Industrial Technology Graduate Program, Feng Chia University

Instructor of Corporate Leader Program, Asia University, Taiwan

Chairman of Tong Hsin Chi Yuan Management Consulting Co., Ltd.

Chairman of Dingcheng Investment Co., Ltd.

Independent Director/member of the Salary and Remuneration Committee/Audit Committee of Niching Industrial Corporation

Independent Director/member of the Salary and Remuneration Committee/Audit Committee of Axman Enterprise Co., Ltd.

Member Lin, Yu-Sheng

Bachelor’s degree, Department of Economics, National Chengchi University

Master of Business, St. Louis University

LL.M., National Chengchi University

Master of Business, National Taiwan University

Chairman of Taishin Investment Development Co., Ltd.

ViceVice President of Taishin Leasing and Financing Co., Ltd.

Securities Analyst of Taishin Securities Investment Consulting Co., Ltd.

Representative of juristic director and supervisor/Supervisor of He Sheng Energy Co., Ltd.

Representative of juristic director and supervisor/Director of IIH Biomedical Venture Fund I Co., Ltd.

Representative of juristic director and supervisor/Director of Tetanti Agribiotech Inc.

Member Huang, Lan-Ying

Bachelor’s degree, Department of Economics, Fu Jen Catholic University

MBA, Cleveland State University

DBA (majored in international enterprise), Nova Southeastern University

Independent Director/Member of Salary and Remuneration Committee of SDI Corporation

Financial Commissioner of Fila Hong Kong

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. Stipulate and review the performance evaluation standard for directors and managerial officers, annual and long-term performance goals, and the policy, system, standard, and structure of the salary and remuneration on a regular basis.
    2. Evaluate the performance achievement status for directors and managerial officers on a regular basis, determine their salary and remuneration based on the performance evaluation result, and propose revision suggestion.
  • 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. As of December 21, 2023, in this term, 8 meetings have been held, and the attendance of committee members at these meetings has been as follows: 8 meetings to date.
Title Name Actual attendance in person By proxy Attendance rate (%) Note
Convener Chang, Chia-Hsing 8 0 100%  
Member Lin, Yu-Sheng 7 1 100%  
Member Huang, Lan-Ying 7 1 100%
  • 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.
    • The summaries of each compensation committee meeting are as follows:
Date Agenda content Resolution result The Company’s response to the opinion of the Salary and Remuneration Committee
111-06-24
  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
111-07-07
  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
111-08-11
  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
111-12-21
  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
112-03-15
  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
112-06-12
  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
112-08-10
  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
112-12-21
  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

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