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Compensation Committee Structure
Responsibilities of the Compensation Committee
The Compensation Committee is comprised of all independent directors and operates in accordance with the organizational regulations of the Compensation Committee. It faithfully performs the following functions and exercises the following powers and is accountable to the Board of Directors. The Committee submits proposals to the Board of Directors for discussion:
- Formulate and regularly review the Company's directors and managers' annual and long-term performance goals and salary policies, systems, standards and structures.
- Regularly evaluate the achievement of the performance goals of the Company's directors and managers and determine the content and amount of their individual salaries.
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Compensation Committee Membership
The 5th Compensation Committee Membership, Term of office from 2023.06.21 to 2026.06.20
Title Name Gender Age Education / Experience Other Position Concurrently Held at the Company or Other Companies Independent Director Chun-Yen Jiang Male 51-60 Master of Business Administration, Sun Yat-Sen University
National Chengchi University Entrepreneur Management Class
- General Manager of TAIFLEX Scientific
- Chairman of TAIFLEX Scientific (Kunshan)
- Legal person director representative of TAIFLEX Scientific Co., Ltd.
- Independent director and convener of Compensation and Audit Committees of Anpec Electronics Co., Ltd.
- Convener of the Company's Compensation Committee and Member of the Audit Committee
Independent Director Kai-chan Yang Female 61-70 Bachelor of Business Administration, National Chengchi University
MBA, Kansas State University
Completed NCCU Entrepreneur Class
- Deputy General Manager of Investment Department of China Development Industrial Bank; Senior Deputy General Manager and Head of Investment Department of China Development Capital Co., Ltd.
- General Manager of China Development Venture Capital Co., Ltd.
- General Manager of China Development Capital Management Consulting
- Independent director of WPG Holdings Co., Ltd.
- Independent Director of Innodisk Co., Ltd.
- Director of Young Shine Electric Co., Ltd
- Independent Director of ASPEED Technology Inc.
- Convener of the Company's Compensation Committee and Member of the Audit Committee
Independent Director Sheng-Hsien Weng Male 61-70 PhD Candidate in Electronics Engineering, National Taiwan University
PhD Program in Electronics Engineering, The University of Tokyo
Special LL.M, Master Conferred in Law School of Soochow University
Master Conferred in Electronics Engineering, National Taiwan University
Bachelor Conferred in Physics, National Taiwan University
- Chairman of the Cross-Strait Committee of the Patent Attorneys Association
- Director of Shuttle Electronics Co., Ltd.
- Senior Partner Attorney at Chorng Law Firm
- Consulting Attorney at Winston Domestic and Foreign Law Firm
- Intellectual Property Attorney at Macroview Law Firm
- Attorney at International Trade Law Firm
- Research and Development Manager at Macronix Electronics Advanced Process Division
- LexNovia, Attorneys-at-Law Senior Partner
- Director of Billion Electric Co., Ltd.
- Member of the Company's Compensation and Audit Committees
Independent Director Chao-Jen Wang Female 51-60 Bachelor of Accounting of Fu Jen Catholic University
- CFO of Air Products Co., Ltd.
- Vice President of Hengyuan Petrochemical Co., Ltd.
- Vice President of Shell plc.
- Executive Manager of Taiwan Chlorine Industries Ltd.
- Auditor of KPMG
- Member of the Company's Compensation and Audit Committees
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Compensation Committee Meeting Status
The Compensation Committee held 2 meetings in 2024, and the attendance status was as follows:
Title Name Attendance in Person By Proxy Attendance Rate (%) Note Independent Director Chun-Yen Chiang 2 0 100 Independent Director Kai-Charn Young 2 0 100 Independent Director Sheng-Hsien Weng 2 0 100 Independent Director Chao-Jen Wang 2 0 100 -
Compensation Committee Decision Status
Compensation Committee Decision Status in 2024
Date Contents of the Resolution Results of the Compensation Committee Decision 2024.05.10 - Proposal for Director Compensation Structure and Performance System, along with Individual Allocation Details, Intending to Continue with Current Practices.
- Proposal for Executive Compensation Structure and Performance System, Intending to Continue with Current Practices.
- Proposal for Individual Managerial Compensation Distribution Amounts for the Fiscal Year 2023.
- Proposal for Individual Director Compensation Distribution Amounts for the Fiscal Year 2023.
- Proposal for Salary Adjustment Range for Executives in the Year 2024.
- In accordance with the 'Regulations for the Organization of the Compensation Committee,' the Compensation Committee should establish and regularly review policies, systems, standards, and structures for the annual and long-term performance goals and compensation of directors and executives.
- Upon reviewing the director compensation structure, performance system, and individual allocation details, it is found to align with the company's current operational status and the correlation between performance and remuneration. Therefore, it is proposed to continue using the existing framework.
- After reviewing the executive compensation structure and performance system, it is proposed to revise the company's executive compensation structure and performance system.
The Board of Directors also approved all proposals based on the recommendations of the Compensation Committee.2024.11.11 - Proposal to Establish the Accounting Booking Percentage for Employee and Director Remuneration for the Fiscal Year 2025 in the Company.
- Proposal to amend the company’s manager remuneration structure and performance system.
- The issuance of new shares with restrictions on employee rights for individual managers in the fiscal year 2024.
- The company proposes to set the accounting booking ratio for employee and director remuneration at 13.5% and 2% of the pre-tax amount, respectively, for the fiscal year 2025.
- Allocate new shares with restrictions on employee rights based on individual manager's experience, contributions to the company, future potential, etc.
The Compensation Committee unanimously approved all proposals.
The Board of Directors also approved all proposals based on the recommendations of the Compensation Committee.
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