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Corporate Governance

Remuneration Committee

Remuneration Committee Members: 
Title Name Professional Qualifications and Experience Independence Status Number of Other Public Companies Where Serving on Remuneration Committee
Independent Director/Convener Hsu Ming-Hsien
 
  1. More than 5 years of experience in business, legal, financial, or corporate affairs.
  2. Currently serving as the CEO of Nan Pao Resin Chemical Co., Ltd.
  3. Has no involvement in any circumstances specified under Article 30 of the Company Act.
Meets Independence Criteria as Follows:
  1. Neither I, my spouse, nor any of my relatives within the second degree of kinship hold any positions as directors, supervisors, or employees of the company or its affiliates.
  2. Neither I, my spouse, nor any of my relatives within the second degree of kinship (or using another person’s name) hold any shares in the company.
  3. I have not served as a director, supervisor, or employee of any company with a specific relationship to the company (as stipulated in Articles 5 through 8 of Paragraph 1, Article 3 of the Regulations on the Appointment and Responsibilities of Independent Directors in Publicly Listed Companies).
  4. I have not received any remuneration for providing business, legal, financial, accounting, or other services to the company or its affiliates within the last two years.
0
Independent Director Hu Sheng-Yi
  1. More than 5 years of experience in business, legal, financial, or corporate affairs.
  2. Currently serving as the Director of the Industrial Finance Department at the Taiwan Institute of Economic Research and an Adjunct Associate Professor at the Department of Business Administration, Tunghai University.
  3. Has no involvement in any circumstances specified under Article 30 of the Company Act.
0
Independent Director Yen Wen-Pi
  1. More than 5 years of experience in business, legal, financial, or corporate affairs.
  2. Currently serving as an Independent Director at Huayang Precision Machinery Co., Ltd.
  3. Has no involvement in any circumstances specified under Article 30 of the Company Act.
2

Remuneration Committee Responsibilities:
The Committee members shall be appointed by resolution of the Board of Directors, with a minimum of three members. One member shall act as the convener, and at least one member shall be an independent director.
  1. Periodically review these Rules and propose amendments as necessary.
  2. Establish and regularly review the policies, systems, standards, and structures for the annual and long-term performance goals, as well as the compensation of the company’s directors, supervisors, and managerial officers.
  3. Periodically evaluate the achievement of performance goals by the company’s directors, supervisors, and managerial officers, and determine their individual compensation packages and amounts accordingly.

Internal Performance Evaluation:
Period Method Content Results Reported to Board
113.01.01
~
113.12.31
Internal Self-Evaluation
 
The internal self-assessment of the Company’s Compensation Committee covers the following four major aspects:
  1. The level of involvement in the company’s operations
  2. Awareness of the responsibilities of the Audit Committe
  3. Enhancement of the quality of the Committee’s decision-making
  4. Composition of the Committee and selection of its members
The overall performance self-assessment score of the Company’s Compensation Committee is 4.74 (out of a maximum of 5), indicating a good evaluation result, which demonstrates the effectiveness of the Company's efforts to strengthen the performance of the Compensation Committee. 114.03.21
The Compensation Committee has operated effectively this year, continuously reviewing and improving the company's compensation system and related policies. These ongoing efforts are aimed at enhancing compensation levels and fulfilling the committee's oversight responsibilities.

Internal Performance Evaluation:
Period Method Content Results Reported to Board
112.01.01
~
112.12.31
Internal Self-Evaluation
 
The internal self-assessment of the Company’s Compensation Committee covers the following four major aspects:
  1. The level of involvement in the company’s operations
  2. Awareness of the responsibilities of the Audit Committe
  3. Enhancement of the quality of the Committee’s decision-making
  4. Composition of the Committee and selection of its members
The overall performance self-assessment score of the Company’s Compensation Committee is 4.68 (out of a maximum of 5), indicating a good evaluation result, which demonstrates the effectiveness of the Company's efforts to strengthen the performance of the Compensation Committee. 113.04.30
The self-assessment results of the Company’s Compensation Committee performance evaluation for the year 2023 (112th year) range between a score of 5 ("Excellent, Strongly Agree") and 4 ("Good, Agree"). The Board members generally strongly agree with the operation of the various evaluation indicators. The overall operation of the Compensation Committee is good, meets corporate governance requirements, and effectively strengthens the Board's functions while safeguarding shareholder interests.

Compensation Committee Operation Information
The Company’s Compensation Committee consists of three members.
The current term of the members is from October 23, 2023, to October 22, 2026.
In 2024, the Compensation Committee held 5 meetings, and all members attended in person. The attendance of the members is as follows:
Title Name Actual Attendance (B) Proxy Attendance Required Attendance (A) Attendance Rate (B/A)
Convener Hsu Ming-Hsien 5 0 5 100%
Member Hu Sheng-Yi 5 0 5 100%
Member Yen Wen-Pi 5 0 5 100%

Compensation Committee Meeting Information
The Compensation Committee’s meetings over the past year, as well as the review and evaluation of the Company’s compensation information, are as follows:
Meeting Session and Date Agenda and Follow-up Actions Resolution Company’s Handling of the Compensation Committee’s Opinions
First Session, 6th Meeting
December 30, 2024
  1. Amendment to the Company’s "Board Performance Evaluation Measures
  2. Amendment to the Subsidiaries' "Layered Management Responsibility Guidelines
  3. 2025 Annual Business Plan for the Company and Subsidiaries, and Executive KPI Bonus Proposal
Approved unanimously by all attending members. Submitted to the Board of Directors and approved by all attending directors.
First Session, 5th meeting
June 20, 2024
  1. 2023 Annual Profit Distribution for Director Compensation
  2. 2023 Annual Profit Distribution for Executive and Employee Compensation
  3. Nomination and Appointment of Directors and Supervisors for Subsidiary Companies
Approved unanimously by all attending members. Submitted to the Board of Directors and approved by all attending directors.
First Session, 4th meeting
April 30, 2024
  1. 2023 Board Performance Evaluation
  2. Executive Salary Adjustment Proposal
Approved unanimously by all attending members. Submitted to the Board of Directors and approved by all attending directors.
First Session, 3rd meeting
March 26, 2024
  1. 2023 Director and Employee Compensation Distribution
  2. 2024 Executive Promotions, Compensation Approvals, and Salary Adjustments for the Company and Subsidiaries
Approved unanimously by all attending members. Submitted to the Board of Directors and approved by all attending directors.
First Session, 2nd meeting
January 23, 2024
  1. CEO and CFO Executive Compensation Proposal
  2. Executive Compensation Proposal (Excluding CEO and CFO)
Approved unanimously by all attending members. Submitted to the Board of Directors and approved by all attending directors.
 
Meeting Session and Date Agenda and Follow-up Actions Resolution Company’s Handling of the Compensation Committee’s Opinions
First Session, 1st Meeting
December 21, 2023
 
 
 
 
 
 
 
 
  1. 2024 Compensation Committee Calendar
  2. Personnel Management Regulations for the Company and Its Subsidiaries Regarding Managerial Officers
  3. Amendments to the Company’s “Compensation Committee Charter”
  4. Establishment of the Company’s “Remuneration Management Guidelines for Directors, Functional Committees, and Managerial Officers”
  5. Amendments to the Company’s “Board Performance Evaluation Measures”
  6. Establishment of the Company’s “Managerial Officer Performance Evaluation Measures”
  7. Establishment of the Company’s “Employee Profit Sharing Management Guidelines”
  8. Issuance of the Company’s “2023 First Issuance of Restricted Stock Awards for Employees”
Approved unanimously by all attending members. Submitted to the Board of Directors and approved by all attending directors.
Other Matters to be Recorded:
If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, the Board shall specify the date, session, agenda, resolution of the Board, and how the company handles the opinions of the Compensation Committee (for example, if the salary and compensation approved by the Board are more favorable than those recommended by the Compensation Committee, the differences and reasons should be specified): None