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
| Title |
Name |
Academic Background |
Work Experiences |
Current position |
Independent
Director |
CHAN,
HOU-SHENG
(Convenor) |
Institute of Social Administration, University of Wales, UK |
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 |
Emeritus Professor, National Chi Nan University
President, Cross-Starit Common Market Foundation
Director, CTCI Advanced Systems Inc. |
Independent
Director |
KUNG,
CHUN-CHI |
MBA, National Sun Yat-sen University |
CPA, Deloitte Taiwan |
Independent Director, Sino Horizon Holdings Limited
Independent Director, WeLeader BIO Co., Ltd
Director, JIU ZHEN NAN FOODS CO., LTD.
Independent Director, Hi-Lai Foods Co., Ltd. |
Independent
Director |
HSIEH,
MING-JUI |
Graduate Institute of Economics, National Chung Hsing University
Department of Social Policy and Sociology, University of London |
Director, Hua Nan Financial Holdings Co. Ltd.
Director, Greatest Idea Strategy Co., Ltd.
Independent Director, Greatest Idea Strategy Co., Ltd.
Member, OTC Listing Review Committee, Taipei Exchange |
Associate Professor, Tamkang University |
Independent
Director |
LIU, HUI-CHUN |
Department of Law, National Taiwan University |
Supervisor, CyberTAN Technology, Inc. |
Attorney-at-Law, Partners, A&P LAW OFFICES
President, Yuanfu Investment Co., Ltd.
Restructuring Supervisor of Wintek Corporation
liquidator, TOP GREEN ENERGY TECHNOLOGIES INC.
Bankruptcy Administrator of, Chunghwa Picture Tubes Co., Ltd.
Independent Director, CyberTAN Technology Inc.
Independent Director, Pacific Construction Co., Ltd.
Supervisor, GEOR CHI DEVELOPMENT CO., LTD. |
III. Information on the operation of the Compensation Committee
Since its establishment on May 29, 2023, up to December 31, 2025, a total of 14 meetings have been held. The attendance of all committee member is as follows:
| Title |
Name |
Number of actual attendance (B) |
Number of delegated attendances |
Actual attendance (%) |
| Convener |
CHAN, HOU-SHENG |
14 |
0 |
100% |
| Member |
KUNG, CHUN-CHI |
14 |
0 |
100% |
| Member |
HSIEH, MING-JUI |
14 |
0 |
100% |
| Member |
LIU, HUI-CHUN |
14 |
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 |