Corporate Governance-Compensation Committee
Remuneration Committee Charter
To ensure sound corporate governance and a system for compensation of the directors, supervisors and managerial officers of the Company, the Compensation Committee (hereinafter, “the Committee”) is established and this Remuneration Committee Charter (hereinafter, "this Charter") is adopted pursuant to Article 14-6 of the Securities and Exchange Act and the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter (hereinafter, "the Regulations").
The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion. However, recommendations regarding compensation for supervisors may be submitted to the board of directors for discussion only when the board of directors is expressly authorized to resolve on that matter by the articles of incorporation or by a resolution of the shareholders meeting：
1. Establishing and periodically reviewing the performance goals for the directors, supervisors, and managerial officers of the Company and the policies, systems, standards, and structure for their compensation.
2. Establishing and periodically reviewing the compensation of the directors, supervisors, and managerial officers of the Company.
3. Reviewing the variable and ad hoc bonuses of the managerial officers of the Company issued upon approval of the president and the chairman of the board, which shall be limited to 0.5 month of the total salary (inclusive).
The Committee shall perform the duties under the preceding paragraph in accordance with the following principles：
1. Performance assessments and compensation levels of directors, supervisors, and managerial officers shall take into account the general pay levels in the industry, the reasonableness of the correlation between the individual's performance and the Company’s operational performance, and future risk exposure.
2. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
3. For directors and senior managerial officers, the percentage of bonus to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company's business.
"Compensation" as used in the preceding two paragraphs includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures.
If the decision-making and handling of any matter relating to the remuneration of directors and managerial officers of a subsidiary is delegated to the subsidiary but requires ratification by the board of directors of the parent company, the Committee of the parent company shall be asked to make recommendations before the matter is submitted to the board of directors for deliberation.
1. The professional qualifications and degree of independence of the members of the Committee shall meet the requirements set out in Articles 5 and 6 of the Regulations.
2. The Committee shall consist of the Company’s independent director and at least 3 members appointed by resolution of the board of directors. One independent director shall serve as the convener and the chairman of the meeting representing the Committee.
3. The term of the Committee members shall be the same as that of the board of directors by whom they were appointed. When there is a change in members of the Committee, resulting in there being less than three members, a board meeting to make a new appointment shall be held within 3 months from the date of occurrence.
4. For within 3 years counting from the date these Regulations enter into force, the applicability of the provision of Subparagraph 2, Paragraph 1 of Article 6 regarding the Company’s directors may be exempted for no more than one-third of the remuneration committee members. However, such a member may not serve as the convener or as chair of a meeting.
1. Meetings of the Committee shall be held at least twice a year.
2. If the convener takes leave or is unable to convene a meeting for any reason, the convener shall appoint another independent director on the Committee to act in his or her place. If there is no other independent director on the Committee, the convener shall appoint another Committee member to act on his or her behalf. If the convener does not make such an appointment, a member of the Committee shall be elected by and from among the other members on the Committee to serve as convener.
3. In convening a meeting of the Committee, a notice setting forth the subjects to be discussed at the meeting shall be given to each member at least 7 days in advance. In emergency circumstances, however, the meeting may be convened on shorter notice electronically.
1. The Committee’s meeting agenda shall be drafted by the convener. Other members may submit motions to the Committee for discussion. Meeting agendas shall be forwarded to the Committee members in advance.
2. When a meeting of the Committee is held, an attendance book shall be made available for sign-in by the Committee members in attendance.
3. The Committee members shall attend the meeting in person. If a member is unable to attend the meeting in person, the member may appoint another member to attend as his or her proxy each instance by in issuing a written proxy stating the scope of authorization with respect to the items on the meeting agenda. The proxy may accept a proxy from one person only. Attending a meeting via telecommunications will be deemed attendance in person.
1. Unless otherwise stipulated by laws or the Company’s articles of incorporation, resolutions at meetings of the Committee shall be adopted with the consent of one half or more of the entire membership. When a matter comes to a vote at a Committee meeting, if upon inquiry by the meeting chair no member voices an objection, the matter will be deemed approved, with the same effect as approval by vote.
2. Discussions at a meeting of the Committee shall be included in the meeting minutes, which shall faithfully record the following：
1. The session, time, and place of the meeting.
2. The name of the meeting chair.
3. Attendance of the Committee members at the meeting, specifying the names and the number of members present, excused, and absent.
4. The names and titles of those attending the meeting as non-voting participants.
5. The name of the minute taker.
6. The matters reported at the meeting.
7. Agenda items: For each proposal, the method of resolution and the result, and any objections or reservations expressed by the Committee members.
8. Extraordinary motions: The name of the mover; the method of resolution and the result for each motion; a summary of the comments of the independent director members of the Committee and experts and other persons present at the meeting; and any objections or reservations expressed.
9. Other matters required to be recorded.
3. The attendance book constitutes part of the minutes for each meeting of the Committee; if the meeting is held via telecommunications, the audio and video materials also constitute part of the meeting minutes.
4. The minutes of each meeting of the Committee shall bear the signature or seal of both the meeting chair and the minute taker. A copy of the minutes shall be distributed to each member on the Committee within 20 days after the meeting, and shall be presented to the board of directors and retained as important corporate records for 5 years. The meeting minutes may be produced and distributed in electronic form.
5. If, before the expiration of the retention period under the preceding paragraph, any litigation arises in connection with any matter relating to the Committee, the meeting minutes shall be preserved until the conclusion of the litigation.
1. The Committee may, at the expense of the Company, resolve to retain the service of an attorney, certified public accountant, or other professional to conduct a necessary audit or to provide advice on matters relating to the exercise of the Committee's powers.
2. When the Committee calls a meeting, it may request directors, managers of relevant departments, internal audit officers, certified public accountants, attorneys, or other personnel of the Company to attend the meeting as non-voting participants and to provide pertinent and necessary information.
The execution of tasks relating to resolutions adopted by the Committee or subsequent work resolved may be delegated to the convener or other Committee members for follow-up, with a written report to be presented to the Committee during the implementation period. When necessary, the matter shall be presented for ratification or a report made at the next meeting of the Committee.
1. The Company shall publicly announce and report the appointment and any change in members of the Committee on the information reporting website designated by the competent authority for public reference within 2 days counting inclusively from the date of occurrence.
2. If with respect to any resolution of the Committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement, the opinion shall be stated in the meeting minutes, and additionally, within two days counting inclusively from the date of occurrence, shall be publicly disclosed and reported on the information reporting website designated by the competent authority. In addition to meeting minutes.
3. If the remuneration passed by the board of directors exceeds the recommendation of the Committee, the circumstances and cause for the difference shall be specified in the board meeting minutes, and shall be publicly announced and reported on the information reporting website designated by the competent authority within 2 days counting from the date of passage by the board of directors.
This Charter, and any amendments hereto, shall enter into force after adoption by the board of directors.
|Titles||Names||Education and Working Experiences||Term of Office|
|Convener||YEN, TSUNG-MING||M.A., Department of Economics, Soochow University
Director-General, Hsinchu Science Park Bureau, MOST and Chief Director, Hsinchu Biomedical Science Park
Adjunct Chair Professor, Department of Business Administration, Chung Hua University
Adjunct Associate Professor, Institute of Management of Technology, National Chiao Tung University
Executive Director and Consultant, Asian Science Park Association (ASPA)
International Director, International association of Science Parks (IASP)
Deputy Director, Chief of Investment Division, Chief of Business Division, Hsinchu Science Park Bureau
Consultant, Chinese Professional Management Association of Hsinchu
|Committee Member||LEE, TSU-DER||D.D.S., School of Dentistry, Taipei Medical University
President, Taipei Medical University
Chairman of the Board of Directors, Beijing Meida Starbucks Co.,Ltd.
General Manager, H&Q Asia Pacific (China)
General Manager, Hong Kong China Securities Funds Management Company
Chairman of the Board of Directors, Shandong Kexing Bioproducts Co., Ltd.
Director, Yansha Shopping City (Beijing)
Independent Director, Hsu Fu Chi International Limited (Singapore)
|Committee Member||HO, LI-HSING||Ph. D., Department of Industrial, Manufacturing, & Systems Engineering, University of Texas at Arlington, United States of America
Associate Professor, Department of Technology Management, Chung Hua University
Director, Office of Public Affairs, Chung Hua University
Director, Office of Continuing Education, Chung Hua University
Dean, Department of Management, Chung Hua University
Chair, Department of Industrial Management, Chung Hua University
|2019/01/30||1.Election of Convener of Remuneration Committee.
2.Proposal for the Distribution of 2018 Year-end Bonus for Managers.
|2019/02/13||Proposal for Compensation for Directors and Supervisors (including Independent Directors) and Employee Salaries of 2018.|