Corporate Governance

Remuneration Committee

Remuneration Committee

Remuneration Committee Member Information

Identity Name Condition Independence situation Number of independent directors concurrently serving in other publicly traded companies
Professional qualifications and experience
Independent Director(Convener) Chang, Chia-Hsing
  1. Master of EMBA, National Chiao Tung University；Former Credit/Loan Officer at Taichung Regional Center, CTBC Bank Co., Ltd.、Assistant Manager, Underwriting Department, Grand Cathay Securities Co., Ltd.、Manager, Underwriting Department, MasterLink Securities Corp.、Senior Specialist, Business Management Office, Forhouse Corporation Ltd.、Executive Director of Business Operations / Chief Financial Officer / Spokesperson, Global Material Science Taiwan Co. Ltd.、Supervisor, ACULA TECHNOLOGY CORP.、Lecturer, Industry-Academia Master’s Program, Feng Chia University、Lecturer, Executive Leadership Program, Asia University.
  2. Currently serving as the Chairman of Tongxing Zhiyuan Management Consulting Co., Ltd., Chairman of Dingcheng Investment Co., Ltd., Independent Director of NICHING INDUSTRIAL CORP., and Independent Director of Axman Enterprise Co., Ltd.
  3.  With rich industry experience and no circumstances as specified in Article 30 of the Company Act.
  4.  Mr. Chang Jiaxing has previously served as a senior executive in banking, securities, and related industries, and successfully completed a factory establishment project in China, with extensive industry experience.
 The three independent directors listed on the left have met the requirements set forth by the Financial Supervisory Commission’s "Regulations on the Appointment and Duties of Independent Directors in Public Companies" and Article 14-3 of the Securities and Exchange Act during the two years prior to their appointment and during their tenure. They have been granted sufficient authority to participate in decision-making and express opinions, allowing them to independently execute their relevant duties. 2
Independent Director Lin, Yu-Sheng
  1. Master's in Finance, Saint Louis University, USA、Master's in Law, National Chengchi University, Taiwan、Master's in Business Administration, National Taiwan University、Former Chairman of Taishin International Investment Development Co., Ltd.、Vice General Manager, TAISHIN LEASING & FINANCING CO., LTD.、Securities Analyst, Taichung Securities Investment Consulting Co., Ltd.
  2. Currently serving as the Supervisor of Shenghe Energy Co., Ltd.、Director,  IIH Biomedical Venture Fund I Co., Ltd.、Director, Tetanti AgriBiotech Inc.Director, SINEW PHARMA INC.Director, Jing Ying Investment Co., Ltd.Director, Guoyu Global Co., Ltd.General Manager, Taishin Venture Capital Co., Ltd.
  3. With rich industry experience and no circumstances as specified in Article 30 of the Company Act.
  4. Mr. Lin, Yu-Sheng has expertise in law, finance, and business, along with professional capabilities in financial investment and industry research.
 None
Independent Director Huang, Lan-Ying
  1. Master of Business Administration, Cleveland State University, USA、Doctor of Business Administration (Major in International Business), Nova Southeastern University, USA；Former Independent Director / Compensation Committee Member, SDI CORPORATION、Financial Officer, FILA (Hong Kong) Limited、Chair of the Department of Business Administration, National Changhua University of Education.
  2. Currently serving as a Professor in the Department of Business Administration, National Changhua University of Education.、Independent Director, Axman Enterprise Co., Ltd.、Independent Director, SDI CORPORATION
  3. With rich industry experience and no circumstances as specified in Article 30 of the Company Act.
  4. Ms. Huang, Lan-Ying serves as a university professor and has extensive research experience and professional skills.
 2

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 2025 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%

              4. The content of the Compensation Committee proposals, resolutions, and the company’s handling of the committee’s opinions.

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
2024-08-08
  1. Proposal for the distribution of directors' remuneration for 2023.
  2. Proposal for the distribution of employees' remuneration for 2023.
  3. Proposal for the distribution of the 2024 Mid-Autumn Festival bonus.
  4. Proposal for the distribution of performance bonuses for subsidiaries.
  5. Proposal to revise the Board of Directors' performance evaluation methods.
  6. Proposal for personnel promotions and salary adjustments.
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2024-12-24
  1. Proposal for the Distribution of Year-End Bonuses for Managers in 2024.
  2. Proposal for the Distribution of Year-End Bonuses for Subsidiary Managers in 2024.
  3. Revision of the "Salary Upper and Lower Limit Table" and the "Salary Grading Table."
 Approved by all members of the Committee in unanimity Submitted to the Board of Directors and approved by all attending directors in unanimity
2025-02-25
  1. Proposal for the Distribution of Directors' Remuneration and Employee Compensation for 2024.
  2. Proposal for the Definition and Scope of the Company's Frontline Employees.
  3. Proposal for the Amendment of the Articles of Incorporation.
  4. Proposal for the Salary Adjustment of Managers at the Subsidiary Cheng Yi Optoelectronics Technology Co., Ltd.
 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.)