I. In order to strengthen corporate governance, the Company has set up a Compensation Committee since May 2023, which holds meetings at least twice a year. The Compensation Committee is composed of all independent directors. Its duties and members are as follows:
- Develop and regularly review policies, systems, standards and structures for performance evaluation and compensation of directors and managers.
- Regularly evaluate and determine the compensation of directors and managers.
| Functional committees |
Convener |
Committee members |
| Compensation Committee |
CHAN, HOU-SHENG |
KUNG, CHUN-CHI
HSIEH, MING-JUI
LIU, HUI-CHUN |
II. Introduction of current members of the Compensation Committee
| Name |
Academic Background |
Work Experiences |
| CHAN, HOU-SHENG (Convener) |
Department of Sociology, National Taiwan University
Department of Social Administration, University of Oxford
Institute of Social Administration, University of Wales, UKInstitute of Social Administration, University of Wales, UK |
Current positions:
Honorary Chair Professor, National Chi Nan University
Distinguished Professor, Hung Kuang University
Chairman of the Cross-Strait Common Market Foundation
Director, CTCI Advanced Systems Inc.
Experiences:
Associate Professor, NTU Department of Sociology
Professor, NTU Department of Sociology
Professor and Chair, NTU Department of Sociology
Professor and Dean, CCU Graduate Institute of Social Welfare
Deputy Chairperson, Chairperson, Assistant Director, Labor Affairs Bureau
Minister without Portfolio, Executive Yuan |
| KUNG, CHUN-CHI |
Department of Accounting, Fu Jen Catholic University
MBA, National Sun Yat-sen University |
Current positions:
Director/Finance Manager, Syong-Da International Management Consulting Co., Ltd.
Experiences:
CPA, Deloitte Taiwan |
| HSIEH, MING-JUI |
Department of Statistics, Feng Chia University
Graduate Institute of Economics, Chinese Culture University
Graduate Institute of Economics, National Chung Hsing University
Department of Social Policy and Sociology, University of London |
Current positions:
Adjunct Associate Professor, Tam Kang University
Experiences:
Research Fellow, Directorate General of Budget, Accounting and Statistics
Level 9 Project Manager, CPC Corp.
Associate Professor, Tamkang University
Exchanged Professor, Universidad de Costa Rica
Department Chair, Chief of Administration, Chief of Research and Development, Chief of Student Affairs, National Open University
Director, Hua Nan Financial Holdings Co. Ltd.
Director, Independent Director, Greatest Idea Strategy Co., Ltd.
Member, OTC Listing Review Committee, Taipei Exchange |
| LIU, HUI-CHUN |
Department of Law, National Taiwan University |
Current positions:
Attorney-at-law, A&P Law Offices
President, Yuan Fu Investment Co., Ltd.
President, Hong Yu Industry Co., Ltd.
Supervisor, Wintek Corp.
Liquidator, Top Green Energy Technologies
Experiences:
Supervisor, CyberTAN Technology, Inc.
Bankruptcy Trustee, Chunghwa Picture Tubes, Ltd. |
III. Information on the operation of the Compensation Committee
Since its establishment on May 29, 2023, a total of three meetings have been held. The attendance of all committee members are as follows:
| Title |
Name |
Number of actual attendance (B) |
Number of delegated attendances |
Actual attendance (%) |
| Convener |
CHAN, HOU-SHENG |
3 |
0 |
100% |
| Member |
KUNG, CHUN-CHI |
3 |
0 |
100% |
| Member |
HSIEH, MING-JUI |
3 |
0 |
100% |
| Member |
LIU, HUI-CHUN |
3 |
0 |
100% |
Matters to discuss and resolution results of the Compensation Committee in 2023, and the Company’s handling of Committee members’ opinions are as follows:
| Date |
Content of the proposal |
Resolution results |
The Company’s handling of the Compensation Committee’ opinions |
| May 29, 2023 |
Recommend the Convener |
Approved by all the board members present. |
Without the need of submitting to Board of Directors |
| June 12, 2023 |
- The proposal of attendance fee subsidy for the Board of Directors, Audit Committee and Compensation Committee
- The proposal of compensation for the current directors (excluding independent directors)
- The proposal of compensation for the current independent directors
|
Approved by all the board members present |
Submitted to the Board of Directors and approved by all the directors present |
| August 10, 2023 |
- Proposal of amending the Company’s “Regulations on the Retirement of Employees”
- Proposal of amending the Company’s “Regulations on the Performance Bonus”
|
Approved by all the board members present |
Submitted to the Board of Directors and approved by all the directors present |