Remuneration Committee
The terms of reference of the Remuneration Committee:
1. Regularly review the organization chart of the Remuneration Committee and suggest amendments.
2. Establish and regularly review the company’s directors, supervisors and managers’ performance evaluation standards, annual and long-term performance goals, and remuneration policies, systems, standards and structures.
3. Regularly evaluate and determine the achievement of performance goals of directors, supervisors and managers, and determine the content and amount of individual remuneration based on the evaluation results obtained from the performance evaluation standards.
|
Title |
Name |
Main Experience |
|
Convener |
Lu Shi Tong |
Ph.D. in Construction Management, Department of Civil Engineering, National Central University Ph.D. in Business Administration, National Central University Director, National and Regional Development Research Center Adjunct Associate Professor, Department of Business Administration, College of Management, National Central University Adjunct Associate Professor, Department of Civil Engineering, College of Engineering, National Central University Adjunct Associate Professor of Economics, General Education Center, Taipei Tech (National Taipei University of Technology) Professor, Department of International Logistics and Transportation Management, Kainan University Associate Professor, Graduate Institute of Project Management, College of Business, Kainan University Associate Professor and Head, Department of Risk Management, College of Business, Kainan University Dean, College of Tourism and Transportation, Kainan University Independent Director, Taiwan Navigation Co., Ltd. Supervisor, Power-Electrics Co., Ltd. |
|
Committee |
Zhou Jun Yi |
National Chengchi University, Department of Accounting/Department of Public Finance Ernst & Young Deloitte & Touche Makalot Industrial Co., Ltd. AkzoNobel Taiwan Co., Ltd. Ming Yuan CPA Firm, Certified Public Accountant |
|
Committee |
Chen Jin Han |
Department of Law, Soochow University Attorney, Hansheng Law Firm Managing Attorney, Hansheng Law Firm |
Matters Discussed and Resolutions of the Compensation Committee
1. The 9th Meeting of the 5th Compensation Committee
(1) Date of Meeting: April 23, 2025
(2) Attending Members: Shih-Tung Lu, Chun-Yi Chou, Chin-Han Chen
(3) Agenda:
1. Amendment to the “Organizational Charter of the Compensation Committee”.
2. Proposal regarding the appointment of new managerial officers and related remuneration recommendations.
3. Proposal regarding the Corporate Governance Officer.
4. Discussion on adjustments to the content and amount of remuneration for the Company’s managerial officers.
(4) Resolution:
After consultation with all attending members by the chairperson, the proposals were approved without objection.
(5) Handling of the Compensation Committee’s Opinions by the Company:
The above resolutions were approved by the 19th Meeting of the 9th Board of Directors on April 23, 2025.
2. The 10th Meeting of the 5th Compensation Committee
(1) Date of Meeting: May 13, 2025
(2) Attending Members: Shih-Tung Lu, Chun-Yi Chou, Chin-Han Chen
(3) Agenda:
1. Proposal regarding the Corporate Governance Officer.
(4) Resolution:
After consultation with all attending members by the chairperson, the proposal was approved without objection.
(5) Handling of the Compensation Committee’s Opinions by the Company:
The resolution was approved by the 20th Meeting of the 9th Board of Directors on May 13, 2025.
3. The 1st Meeting of the 6th Compensation Committee
(1) Date of Meeting: July 8, 2025
(2) Attending Members: Shih-Tung Lu, Chun-Yi Chou, Chin-Han Chen
(3) Agenda:
1. Proposal regarding the Corporate Governance Officer.
(4) Resolution:
After consultation with all attending members by the chairperson, the proposal was approved without objection.
(5) Handling of the Compensation Committee’s Opinions by the Company:
The resolution was approved by the 2nd Meeting of the 10th Board of Directors on July 8, 2025.
4. The 2nd Meeting of the 6th Compensation Committee
(1) Date of Meeting: August 13, 2025
(2) Attending Members: Shih-Tung Lu, Chun-Yi Chou, Chin-Han Chen
(3) Agenda:
1. Proposal regarding changes to the remuneration of the Company’s managerial officers.
2. Periodic evaluation of the content and amount of remuneration for individual directors and managerial officers.
(4) Resolution:
After consultation with all attending members by the chairperson, the proposals were approved without objection.
(5) Handling of the Compensation Committee’s Opinions by the Company:
The resolutions were approved by the 3rd Meeting of the 10th Board of Directors on August 13, 2025.
5. The 3rd Meeting of the 6th Compensation Committee
(1) Date of Meeting: October 20, 2025
(2) Attending Members: Shih-Tung Lu, Chun-Yi Chou, Chin-Han Chen
(3) Agenda:
1. Proposal regarding changes in the Company’s Chief Financial Officer, Chief Accounting Officer, and Corporate Governance Officer.
(4) Resolution:
After consultation with all attending members by the chairperson, the proposal was approved without objection.
(5) Handling of the Compensation Committee’s Opinions by the Company:
The resolution was approved by the 4th Meeting of the 10th Board of Directors on October 20, 2025.
6. The 4th Meeting of the 6th Compensation Committee
(1) Date of Meeting: December 18, 2025
(2) Attending Members: Shih-Tung Lu, Chun-Yi Chou, Chin-Han Chen
(3) Agenda:
1. Proposal defining the scope of the Company’s “grassroots employees”.
2. Amendment to the “Organizational Charter of the Compensation Committee”.
3. Proposal regarding the distribution of year-end bonuses for managerial officers for 2025.
(4) Resolution:
After consultation with all attending members by the chairperson, the proposals were approved without objection.
The resolutions were approved by the 6th Meeting of the 10th Board of Directors on December 18, 2025.
Performance Evaluation of the Compensation Committee for the Most Recent Year
The Company reported the performance evaluation results of the Compensation Committee to the Board of Directors on March 13, 2025. The results are summarized in the table below:
|
Evaluation Scope |
Evaluation Method |
Evaluation Period |
Evaluation Items |
Evaluation Results |
Remarks |
|
Compensation Committee |
Peer Evaluation |
From: Jan. 1, 2024 |
(1) Level of participation in company operations |
(1) 5.00 |
|
|
The overall evaluation score for 2024 ranged from 4.94 to 5.00, indicating a good |
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