Composed of Independent Directors and external experts, the Remuneration Committee meets at least twice a year to review and oversee compensation and benefits policies for directors and executive officers.
Organization and Responsibilities
The Committee shall exercise the due care of a good administrator in faithfully fulfilling the following duties, submitting its recommendations to the Board of Directors for discussion:
- 1Periodically review the Charter and propose amendment recommendations; formulate and regularly evaluate performance goals, compensation policies, systems, standards, and structures for directors and executive officers.
- 2Periodically assess the achievement of performance goals by directors and executive officers, and determine the contents and amounts of their individual compensation based on the evaluation results.
Principles for Fulfilling Duties:
- Performance evaluations and compensation for directors and executive officers shall reference industry standards and account for individual performance, time commitment, responsibilities, goal attainment, and corporate financial position, ensuring a reasonable alignment with operational performance and future risks.
- Determination of compensation components and amounts shall be reasonable and avoid significant divergence from corporate financial performance.
- Members shall recuse themselves from discussions and voting regarding their own compensation decisions. Compensation scope includes cash remuneration, stock options, profit-sharing stocks, retirement benefits or severance pay, allowances, and other substantive incentive measures.
Member Composition and Independence
| Name | Professional Qualifications & Experience | Concurrent Independent Directorships in Other Public Companies |
|---|---|---|
| Shih-Chen Tsai (Convener) | Passed National Medical Licensing Examination; Attending Physician & Partner, Kang Ting ENT Clinic / Director, Chen Aesthetics Clinic / CEO, Shin Pin Clinic | 0 |
| Shih-Ying Huang | Passed National CPA Examination; Senior Auditor, PwC Taiwan / Partner, Chi Hsin Joint CPAs / Partner, EY Taiwan | 3 |
| Ying-Lung Chien | Passed National Bar Examination; Trainee Attorney, Yuan Ho Law Firm / Attorney-at-Law, Yuan Ho Law Firm / Attorney-at-Law, Chieh Bin International Law Firm | 0 |
Independence Status: Members, their spouses, and second-degree relatives do not serve as directors, supervisors, or employees of the Company or its affiliates, hold no shares in the Company, do not hold directorships, supervisorships, or employment in companies with specific ties to the Company, and have received no compensation for commercial, legal, financial, or accounting services from the Company or its affiliates within the past two years.
Operational StatusTerm: Nov 22, 2024 – Nov 21, 2027 (9 meetings held to date)
| Title | Name | In Person | By Proxy | Rate |
|---|---|---|---|---|
| Convener | Shih-Chen Tsai | 9 | 0 | 100% |
| Member | Shih-Ying Huang | 9 | 0 | 100% |
| Member | Ying-Lung Chien | 9 | 0 | 100% |
Other Mandatory Disclosures
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(1) Cases where the Board of Directors does not adopt or amends Committee recommendations:
Specify the board meeting date, term, motion content, resolution results, and the Company's response to Committee opinions (e.g., if approved compensation exceeds Committee recommendations, detail differences and reasons): None. -
(2) Resolutions of the Remuneration Committee:
Specify the committee meeting date, term, motion content, all members' opinions, and handling of opinions where members expressed dissenting or qualified opinions recorded or declared in writing: None.