Remuneration Committee

 

1、Information on the Remuneration Committee members

Identity Name/Qualification Professional Qualifications and Experience Compliance of Independence Number of other public companies with concurrent position as a Remuneration Committee member
Independent Director(Convener) LEE, JIH-CHIEN
  • Education:

  • 1.Master, Graduate Institute of International Business Administration College of Business Chinese Culture University
  • 2.Ph.D., Graduate Institute of International Business Administration College of Business Chinese Culture University
  • Experience:

  • 1.Vice President of Ming Yuan Certified Public Accountants (December 2004 –December 2017)
  • 2.Lecturer, Chinese Culture University – Department of International Business Administration
  • Current job:

  • 1. Assistant Professor, Chinese Culture University – Department of International Business Administration (August 2016 –)
  • 2. Director of Ming-Yang Enterprise Management Consulting Co., Ltd. (June 21, 2016 –)
  • 3. Independent Director, Audit Committee member, Remuneration Committee convener of I-CHIUN PRECISION INDUSTRY CO., LTD. (July 2017 –)
  • 4. Director of Ming-Yuan Enterprise Management Consulting Co., Ltd. (December 2017 –)
  • 5. Director of Ming-Yuan Enterprise Co., Ltd. (September 20, 2019 –)
  • 6. Director of Yuan-Dong Business Co., Ltd. (January 21, 2021 –)
  • 1. The independent director himself/herself, his/her spouse or relative within 2nd degree of kinship does not serve as a director, supervisor or employee in the Company or affiliates.
  • 2. The proportion of shares held by the independent director himself/herself, his/her spouse or second-degree relatives (or in the name of others):
  • 3. Does not serve as a director, supervisor, or employee in a company specifically related to the Company (please refer to Subparagraph 5–8, Paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange).
  • 4. The amount of remuneration received for business, legal, financial and accounting services provided to the Company or its affiliates in the past two years.
0
Independent Director KUO, CHUNG-CHIEN
  • Education:

  • 1.Master, Graduate Institute of International Business Administration College of Business Chinese Culture University
  • 2.Bachelor, Tatung Institute of Technology (Tatung University) / Department of Business Administration
  • Experience:

  • 1. Over 30 years of experience in securities authorities and securities-related organizations and served as a broker-dealer
  • 2. Awarded the 2nd Top 10 Securities and Futures Talent (June 1997; now renamed as Golden Goblet Award)
  • 3. Awarded Distinguished Alumni by Tatung University (1997)
  • 4. Awarded the 5th Distinguished Alumni of Beipu Elementary School, Hsinchu County (October 2018) (120th anniversary of the school)
  • 5. Has over 20 years of experience serving as a part-time lecturer teaching securities-related courses at universities in Taiwan
  • 6. Previously served as a director and supervisor for several companies
  • 7. Independent director of JOYIN. Co., Ltd. (public company) (September 2011 –June 27, 2021)
  • 8. Supervisor of Zhi-Fu Car Hire Co., Ltd. (July 2017 –May 29, 2020)
  • Current job:

  • 1. Independent Director and Audit Committee convener, Remuneration Committee member of I-CHIUN PRECISION INDUSTRY CO., LTD. (public company) (July 2017 –)
  • 2. Director of Jin-Yuan-San Automobile Co., Ltd. (April 2002 –)
  • 3. Taiwan Securities Association (member of R&D Committee) (September 2016 –)
  • 4. Director, Legal Representative of Sanjin Integrated Marketing Co., Ltd. (August 22, 2022 –)
  • 5. Independent Director of U-Tech Media Co., Ltd. (14 June, 2024 –)
  • 1. The independent director himself/herself, his/her spouse or relative within 2nd degree of kinship does not serve as a director, supervisor or employee in the Company or affiliates.
  • 2. The proportion of shares held by the independent director himself/herself, his/her spouse or second-degree relatives (or in the name of others):
  • 3. Does not serve as a director, supervisor, or employee in a company specifically related to the Company (please refer to Subparagraph 5–8, Paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange).
  • 4. The amount of remuneration received for business, legal, financial and accounting services provided to the Company or its affiliates in the past two years.
1
Independent Director CHANG, HSIEN-SUNG
  • Education:

  • 1.Dongfang High School of Industry and Commerce
  • Experience:

  • 1. Chairman of Song Lei Precision Industries Co., Ltd. (May 1994 –present)
  • Current job:

  • 1. Chairman of Song Lei Precision Industries Co., Ltd. (May 1994 –present)
  • 2. Independent Director, Audit Committee member, Remuneration Committee member of I-CHIUN PRECISION INDUSTRY CO., LTD. (July 2017 –)
  • 1. The independent director himself/herself, his/her spouse or relative within 2nd degree of kinship does not serve as a director, supervisor or employee in the Company or affiliates.
  • 2. The proportion of shares held by the independent director himself/herself, his/her spouse or second-degree relatives (or in the name of others):112,298 shares, 0.05%
  • 3. Does not serve as a director, supervisor, or employee in a company specifically related to the Company (please refer to Subparagraph 5–8, Paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange).
  • 4. The amount of remuneration received for business, legal, financial and accounting services provided to the Company or its affiliates in the past two years.
0
Independent Director HUNG, SHUN-CHING
  • Education:

  • 1.Ph.D., Marketing, Northwestern University
  • 2.MBA, National Chengchi University
  • 3.Bachelor of Statistics, National Chengchi University
  • Experience:

  • 1. Independent Director of AimCore Technology Co., Ltd.
  • 2. Independent Director of Le Young Construction Co., Ltd.
  • 3. Independent Director of E-life Mall Corporation
  • 4. Senior Marketing Scientist of ZS Associates, Inc., USA
  • 5. Professor, Dean and Director, MBA Program at National Chengchi University
  • 6. Associate Professor, Department of Business Management, National Sun Yat-sen University
  • 7. Independent Director of U-Tech Media Co., Ltd. (18 August, 2021 – 23 June, 2024)
  • Current job:

  • 1. Independent Director, Audit Committee member, Remuneration Committee member of I-CHIUN PRECISION INDUSTRY CO LTD. (30 May, 2023 –)
  • 1. The independent director himself/herself, his/her spouse or relative within 2nd degree of kinship does not serve as a director, supervisor or employee in the Company or affiliates.
  • 2. The proportion of shares held by the independent director himself/herself, his/her spouse or second-degree relatives (or in the name of others):0 share, 0%
  • 3. Does not serve as a director, supervisor, or employee in a company specifically related to the Company (please refer to Subparagraph 5–8, Paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange).
  • 4. The amount of remuneration received for business, legal, financial and accounting services provided to the Company or its affiliates in the past two years.
0
 

2、Information on the operation of the Remuneration Committee

  • (1) The Company’s Remuneration Committee consists of four members.
  • (2) The term of office of the current members: May 30, 2023 to May 29, 2026. Total of 6 (A) remuneration Committee meetings were held during the last year. The qualifications and attendance of the Remuneration Committee members are as follows (2024.1.1–2024.12.31):
 
Position Name Attendance in person (B) Attendance by proxy Actual attendance rate (%)(B/A) Remarks
Convener LEE, JIH-CHIEN 6 0 100% Reelected (2023.5.30)
Member KUO, CHUNG-CHIEN 6 0 100% Reelected (2023.5.30)
Member CHANG, HSIEN-SUNG 5 1 83% Reelected (2023.5.30)
Member HUNG, SHUN-CHING 6 0 100% Newly elected (2023.8.3)
 
  • Other matters required to be recorded:
  • I. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g. the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.
  • II. If there were any resolutions of the remuneration committee which members objected to or expressed reservations about, and for which there is a written record or declaration, the date of the meeting, the contents of the motion, all members’ opinions, and the response to members’ opinions shall be specified: No members objected to or expressed reservations.
 
  • (3) Duties of the Remuneration Committee
    The Committee shall submit its recommendations for deliberation at the Board Meetings with due diligence as a good administrator.
    1. A. Formulate and regularly review the policies, systems, standards, and structures for the performance evaluation and compensation of directors and managers.
    2. B. Evaluate and establish the compensation and remuneration of directors and managers on a regular basis.
  • (4) Resolutions made by the Remuneration Committee
 
Remuneration Committee Contents of Motion and Follow-up Actions Resolution The Company’s response to the opinions of the Remuneration Committee
January 26, 2024
(3rd meeting of the 5th term)
  • 1. Review of the revision of version S of the “Group Performance Bonus Payout Guidelines”
  • 2. Review of changes in the positions and salaries of professional managers
  • 3. Review of the distribution of the 2023 year-end bonus.
All other proposals were submitted to the Board and unanimously approved by all attending directors. Regarding the 2023 performance bonus for managerial personnel, Chairperson CHOU, WAN-SHUN, who concurrently serves as President, recused himself from discussion and voting due to conflict of interest. Other proposals presented to the Board of Directors were approved by the attending directors unanimously
March 5, 2024
(4th meeting of the 5th term)
  • 1. Reviewed the 2023 performance evaluation of the Board of Directors and functional committees
  • 2. Reviewed the revised Version C of the “Regulations Governing the Allocation of Employee Treasury Shares”
  • 3. Review of the proposal for the number of the Company’s employee treasury shares available to be subscribed for by the managers.
  • 4. Review on distribution of 2023 performance bonus to managers
  • 5. Review of changes in the positions and salaries of professional managers
All other proposals were submitted to the Board and unanimously approved by all attending directors. For the proposals related to managerial subscription of treasury shares and the 2023 performance bonus distribution, Chairperson CHOU, WAN-SHUN recused himself from discussion and voting in accordance with conflict-of-interest regulations. Other proposals presented to the Board of Directors were approved by the attending directors unanimously
April 9, 2024
(5th meeting of the 5th term)
  • 1. Approved the distribution of 2023 remuneration to directors and employees
  • 2. Review of changes in the positions and salaries of professional managers
All other proposals were submitted to the Board and unanimously approved by all attending directors. For the distribution of directors' and employees' remuneration of 2023, Chairperson CHOU, WAN-SHUN recused himself from discussion and voting due to conflict of interest. Other proposals presented to the Board of Directors were approved by the attending directors unanimously
May 7, 2024
(6th meeting of the 5th term)
  • 1. 1. Reviewed the “Operational Procedures for Employee Subscription of Shares in Cash Capital Increases”
All other proposals were submitted to the Board and unanimously approved by all attending directors. Proposed to the Board of Directors and approved by the attending directors unanimously
May 30, 2024
(7th meeting of the 5th term)
  • 1. Reviewed the subscription list of professional managers for the cash capital increase
  • 2. Reviewed the establishment of the Employee Shareholding Trust Committee Charter
  • 3. Review of changes in the positions and salaries of professional managers
All other proposals were submitted to the Board and unanimously approved by all attending directors. For the managerial subscription list for the cash capital increase, Chairperson CHOU, WAN-SHUN recused himself from discussion and voting due to conflict of interest. Other proposals presented to the Board of Directors were approved by the attending directors unanimously
November 5, 2024
(8th meeting of the 5th term)
  • 1. Reviewed the design or implementation of internal control systems, including deficiencies and corrective actions as required by the competent authority
  • 2. Reviewed the revised Version D of the “Regulations Governing the Allocation of Employee Treasury Shares”
  • 3. Reviewed the revised Version B of the “Regulations Governing the Allocation of Employee Stock Warrants”
  • 4. Reviewed the first amendment to the Employee Shareholding Trust Committee Charter
  • 5. Review of changes in the positions and salaries of professional managers
All other proposals were submitted to the Board and unanimously approved by all attending directors. Proposed to the Board of Directors and approved by the attending directors unanimouslythe attending directors unanimously

3、Information on members of the Nomination Committee and state of its operations: None.


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