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Functional Committee

Operation of Functional Committees

The company’s Compensation Committee was established on December 27, 2011. All committee members are independent directors, with one independent director elected by the members to serve as the chairperson.

Professional Qualifications and Experience

Title/ NameProfessional Qualification Requirements and Work ExperienceIndependence CriteriaNumber of Other
Taiwanese Public
Companies
Concurrently
Serving as an
Independent
Director
Independent
director
Huang,
Win-Jung
Education: Department of Business Administration Feng Chia
University
Work Experience: Secretary General of Importers and Exporters
Association of Taipei.
Professional Qualification: NOTE (1).
None of the Directors has been in or is under any circumstances stated
in Article 30 of the Company Law.
All independent
directors
comply with the
relevant
provisions of
Article 14-2 of
“Securities and
Exchange Act”
and“Regulatio
ns Governing
Appointment of
Independent
Directors and
Compliance
Matters for
Public
Companies”
issued by
Taiwan’s
Securities and
Futures Bureau.
0
Independent
director
Hsieh,Ming-Jen
Education: Master of Accountancy National Chengchi University
Work Experience: Adjunct Associate Professor of National Taipei
University of Business
Professional Qualification: NOTE (1).
None of the Directors has been in or is under any circumstances stated
in Article 30 of the Company Law.
0
Independent
director
Lin,Teng-Ron
Education: Chemical Industry, Chung Yuan Christian University
Work Experience: President of HuaDong United Can Co., Ltd.
Adjunct Associate Professor of Department of Mechanical
Engineering, NUU
Professional Qualification: NOTE (1).
None of the Directors has been in or is under any circumstances stated
in Article 30 of the Company Law.
0
Note 1:
Position & NameProfessional BackgroundBusiness JudgmentAccounting & FinanceBusiness ManagementCrisis ManagementIndustry KnowledgeInternational Market PerspectiveLeadership SkillsDecision-Making Ability
Independent DirectorsHuang, Win-JungInternational MarketingVVVVV
Hsieh Ming-JenAccounting & InformationVVVVV
Lin, Teng-RongChemical EngineeringVVVVV

Operational Method

It must operate in accordance with the Company’s “Articles of Association of Remuneration Committee”.

Functionality

 

The Committee evaluates the remuneration policy and system related to directors and managerial officers, professionally and objectively.

 

It convenes at least two meetings annually, and special meetings whenever necessary, in order to propose suggestions to the Board of Directors as the reference for the Board’s decision making.

Authority

The Committee members must exercise the following authority with due diligence as a good administrator, take responsibility toward the Board of Directors and submit all of its suggestions to the Board of Directors for discussion:

1. Stipulate and review regularly the performance appraisal and compensation policies, systems, standards and structures of the directors and managerial officers.

2. Regularly review and set directors’ and managerial officer’s compensation policies.

The Remuneration Committee must comply with the following standards when exercising its authority.

1. The compensation and salary must be managed in line with the Company’s compensation philosophy.

2. Never guide directors and managerial officers to engage in any activities beyond the Company’s exposure to risk to pursue rewards.

3. The Committee members must recuse themselves from discussion and voting for any decision made for personal compensation and salary.

1. The Company’s Remuneration Committee is composed of three members.

2. The term of office for current members runs from 27 June 2023 through 18 June 2026.

The company’s remuneration committee held a total of 2 meetings in the recent year. The attendance of the members is as follows:

Committee Member Qualifications and Attendance:

PositionNameActual Attendance (B)Proxy AttendanceActual Attendance Rate (%) (B/A)Remarks
ConvenerHuang, Win-Jung20100%
MemberHsieh, Ming-Jen20100%
MemberLin, Teng-Rong20100%
Other mentionable items:
1. 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 (eg., 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.
2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or
declared in writing, the date of the meeting, session, content of the motion, all members' opinions and the
response to members' opinion should be specified: None.

Resolutions decided upon by the Remuneration Committee during the most recent year and as of the date of publication of the Annual Report:

TermContentsThe opinions
of All members
The Company's response to the
Remuneration Committee's
opinion
4th Meeting
in 5th Session
2025.02.25
1. The remuneration and bonus payment
of all directors and managers of the
company and its financial reports.
2. The salary distribution of employees
and directors in 2024
The proposal
was approved
as proposed.
According to the resolution
5th Meeting
in 5th Session
2025.11.04
1. The remuneration and bonus payment
of all directors and managers of the
company and its financial reports.
2. Set the 2026 meeting schedule of the
compensation committee.
The proposal
was approved
as proposed.
According to the resolution
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