Remuneration Committee

Duties of the Remuneration Committee

In accordance with Article 7 of Organizational Rules for Remuneration Committee, the Committee should faithfully fulfill its following functions and submit suggestions to the Board of Directors for discussion as prudent administrator:
(1) Determine and regularly check the performance evaluation standards, annual and long-term performance objectives, and remuneration policies, systems, standards and structures for the Company’s directors and managerial officers.
(2) Regularly evaluate the performance fulfillment of the directors and managerial officers of the Company, and determine the individual remuneration contents and amounts for them based on the evaluation results pursuant to the performance evaluation standards.

The composition, responsibilities and operations of the remuneration committee in 2024

1. Information about Remuneration Committee

Identity

NAME/condition

Professional qualifications and experience

NOTE

Convener

Chen Yi-Ren

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Incumbent Kun Shan University Adjunct assistant professor in the Department of Business Administration.

Member

Tsai Pei-Jiun

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Currently the director and accountant of Huasheng Accounting Firm.

•Auditor of the Accounting Office of the Cultural Affairs Bureau of Tainan City Government.

Member

Wang Bing-Chiuan

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Independent Director, United Fiber Optic Communication Inc.

•Chief Legal Officer, D-Link Corporation.

2. Operations of the Remuneration Committee:

(1) The company’s salary and remuneration committee has 3 members. ​
(2) The term of the current committee member: May 29, 2023 to May 28, 2026. The Salary and Remuneration Committee met three times in 2024. The attendance details are as follows:

job title

Name

Actual attendance

Number of delegated attendances

actual attendance

(%)

NOTE

Convener

Chen Yi-Ren

3

0

100%

Member

Tsai Pei-Jiun

3

0

100%

Member

Wang Bing-Chiuan

3

0

100%

(3) Contents of motions and resolutions of the Remuneration Committee, and the Company’s response to members’ opinions in the recent year:

meeting date

Important motion contents

Resolution result

Handling and implementation of company opinions

2024.03.08

(The 2nd session of the 5th session)

1. Review the performance evaluation of general directors and independent directors in 2023.

2. Review the 2023 directors’ remuneration and employee remuneration case.

3. Review the salary and remuneration proposal for independent directors and remuneration committee members in 2024.

4. Consideration of travel expenses for ordinary directors in 2024.

All members present

Passed without objection

Submit a resolution to the board of directors

Approved by all directors present

2024.05.10

(The 3rd session of the 5th session)

1. Review the salary and remuneration package for the new audit officer.

All members present

Passed without objection

Submit a resolution to the board of directors

Approved by all directors present

2024.11.08

(The 4th session of the 5th session)

1. Review manager performance evaluations.

2. Review the manager's 2024 year-end bonus and 2025 salary and remuneration case.

3. Propose the annual work plan for the next year.

All members present

Passed without objection

Submit a resolution to the board of directors

Approved by all directors present

The composition, responsibilities and operations of the remuneration committee in 2023

1. Information about Remuneration Committee

Identity

NAME/condition

Professional qualifications and experience

NOTE

Convener

Chen Yi-Ren

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Incumbent Kun Shan University Adjunct assistant professor in the Department of Business Administration.

Member

Jang Wen-Jiun

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Incumbent Southern Taiwan University of Science and Technology. Associate Professor, Department of Electronic Engineering、Cirrus Logic, Inc. Independent Director、Metanoia Communications Inc. Director.

Term of office expired

Member

Tsai Pei-Jiun

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Currently the director and accountant of Huasheng Accounting Firm.

•Auditor of the Accounting Office of the Cultural Affairs Bureau of Tainan City Government.

Member

Wang Bing-Chiuan

/Independent Director

•Have necessary work experience in business, legal affairs, finance, accounting or corporate affairs.

•Independent Director, United Fiber Optic Communication Inc.

•Chief Legal Officer, D-Link Corporation.

Newly-elected on May 29, 2023

2. Operations of the Remuneration Committee:

(1) The company’s salary and remuneration committee has 3 members. ​
(2) The term of the current committee member: May 29, 2023 to May 28, 2026.The Salary and Remuneration Committee met twice in 2023. The attendance details are as follows:

job title

Name

Actual attendance

Number of delegated attendances

actual attendance

(%)

NOTE

Convener

Chen Yi-Ren

2

0

100%

Member

Jang Wen-Jiun

1

0

100%

Term of office expired

Member

Tsai Pei-Jiun

2

0

100%

Member

Wang Bing-Chiuan

0

1

0%

Newly-elected on May 29, 2023

(3) Contents of motions and resolutions of the Remuneration Committee, and the Company’s response to members’ opinions in the recent year:

meeting date

Important motion contents

Resolution result

Handling and implementation of company opinions

March 13, 2023

(11th meeting of the 4th Session)

1. Discussion about the proposal for compensation for directors and independent directors and also dividend distribution from surplus of the Company in 2022.

2. Discussion about the proposal for remuneration for directors and independent directors of the Company in 2023.

3. Proposal for having the Corporate Governance Officer.

4. Discussion about the proposal for remuneration for new managerial officers of the Company.

Approved without objection by all members present

Submitted to the Board of Director s for resolution, and approved without objection by all the Board Directors present

November 10, 2023

(1st Meeting of the 5th Session)

1. Discussion about the managerial officers’ performance evaluation.

2. Discussion about proposal for the annual bonus in 2023 and remuneration is 2024 for managerial officers.

3. Proposed discussion about the annual work plan of the next year.

Approved without objection by all members present

Submitted to the Board of Director s for resolution, and approved without objection by all the Board Directors present