REMUNERATION COMMITTEE
Composition of the Remuneration Committee
Members of the Remuneration Committee are appointed by resolution of the Board of Directors. The Committee consists of three members, one of whom serves as the convener.
In accordance with the Securities and Exchange Act, the Company has established independent directors. At least one independent director shall serve on the Committee, and the convener shall be an independent director elected by all Committee members.
The term of office of the Committee members shall be the same as that of the Board of Directors by which they are appointed.
The Remuneration Committee shall convene at least twice a year and may hold meetings as needed. Resolutions of the Committee require the approval of more than one-half (1/2) of all members.
If, upon inquiry by the Chairperson of the Committee, no objection is raised, the proposal shall be deemed approved, with the same legal effect as a vote. The results of resolutions shall be reported on-site and recorded in the meeting minutes.
Responsibilities of the Remuneration Committee
The Remuneration Committee is responsible to the Board of Directors and shall submit its recommendations to the Board for discussion, including the following:
- Periodic review of the Company’s Remuneration Committee Charter and submission of proposed amendments
- Establishment and periodic review of policies, systems, standards, structures, and annual and long-term performance goals for the remuneration of directors and managerial officers
- Periodic evaluation of the achievement of performance goals of directors and managerial officers, and determination of the content and amount of their individual remuneration
In exercising the aforementioned powers and duties, the Committee shall adhere to the following principles:
- Performance evaluation and remuneration of directors and managerial officers shall be benchmarked against prevailing industry standards and reasonably linked to individual performance, the Company’s operating results, and future risks
- Remuneration arrangements shall not encourage directors or managerial officers to engage in conduct exceeding the Company’s risk appetite in pursuit of remuneration
- The proportion of bonuses for short-term performance and the timing of payment of variable remuneration for directors and senior managerial officers shall take into account industry characteristics and the nature of the Company’s business
- Committee members shall recuse themselves from discussion and voting on matters relating to their own remuneration
| Category | Name | Current Position(s) | Education & Major Experience |
| Independent Director | Hsiu-Hsien Hsieh | None | Education
Major Experience
|
| Independent Director | Chi-Yung Wu | Chairman, Sunplus Technology Co., Ltd. | Education
Major Experience
|
| Independent Director | Chin-Chuan Wu | Chairman, Etron Technology, Inc. Chairman, Taiwan Microelectronics Co., Ltd. | Education
Major Experience
|
Date of Election: May 27, 2024
2024 Remuneration Committee Operations:
| Title | Name | Actual Attendance | Attendance by Proxy | Attendance Rate (%) | Remarks |
| Chairperson | Hsiu-Hsien Hsieh | 1 | 0 | 100% | Assumed office on May 27, 2024 |
| Member | Chi-Yung Wu | 2 | 0 | 100% | Reappointed on May 27, 2024 |
| Member | Chin-Chuan Wu | 1 | 0 | 100% | Assumed office on May 27, 2024 |
| Chairperson | Chu-Chien Feng | 1 | 0 | 100% | Reappointed on May 27, 2024 |
| Member | Ming-Jen Chuang | 1 | 0 | 100% | Reappointed on May 27, 2024 |
| Meeting Date / Session | Agenda Items | Resolution Result | Committee Opinions | Handling of Committee Opinions by the Company |
| 2024.02.23 7th Meeting of the 5th Term | Review of the Company’s 2023 employee compensation and directors’ remuneration amounts | Approved unanimously | None | Approved by the Board of Directors |
| 2024.08.02 1st Meeting of the 6th Term | Review of the Company’s 2023 managerial employee compensation distribution plan | Approved unanimously | None | Implemented in accordance with the resolutions of the Remuneration Committee |
| Review of the Company’s 2024 managerial employee remuneration and various incentive plans | Approved unanimously | None | Approved by the Board of Directors | |
| Review of the Company’s employee stock option plan | Approved unanimously | None | Approved by the Board of Directors | |
| Review of remuneration for the 11th Board of Directors and independent directors | Approved unanimously | None | Approved by the Board of Directors |

