Remuneration Committee
Composition of Remuneration Committee
The functions of the Remuneration Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors and managerial officers of the Company and submit recommendations to the board of directors for its reference in decision making. The Committee consist of 3 members appointed by resolution of the board of directors. A majority of the members shall serve as independent directors, one of whom shall be the convener.
The Company re-elected all of its directors at the May 30, 2023 regular shareholders' meeting. The Board of Directors resolved to appoint Independent Directors Chen, Chiun Mang, Huang, Shen-Yi and Huang, Chin-Lin as the members of the Remuneration Committee on June 27. All members of the Remuneration Committee elected Independent Director Chen, Chiun Mang to serve as the Convener.
The current term of the committee members: June 27, 2023 to May 29, 2026.
Powers of Remuneration Committee
Accroding to the Remuneration Committee Charter of the Company, the powers of the Committee are as follows:
Remuneration Committee Meeting Status
Meetings of the Remuneration Committee shall be held at least 2 times a year. So far, a total of 3 meetings have been held in 2023, attendance rate of the members is 89%.
Work focuses during the year include:
The discussion items in 2023 are as follows:
The functions of the Remuneration Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors and managerial officers of the Company and submit recommendations to the board of directors for its reference in decision making. The Committee consist of 3 members appointed by resolution of the board of directors. A majority of the members shall serve as independent directors, one of whom shall be the convener.
The Company re-elected all of its directors at the May 30, 2023 regular shareholders' meeting. The Board of Directors resolved to appoint Independent Directors Chen, Chiun Mang, Huang, Shen-Yi and Huang, Chin-Lin as the members of the Remuneration Committee on June 27. All members of the Remuneration Committee elected Independent Director Chen, Chiun Mang to serve as the Convener.
The current term of the committee members: June 27, 2023 to May 29, 2026.
Powers of Remuneration Committee
Accroding to the Remuneration Committee Charter of the Company, the powers of the Committee are as follows:
- Periodically reviewing the "Remuneration Committee Charter" and making recommendations for amendments.
- Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors and managerial officers.
- Periodically evaluate and prescribe the remuneration of directors and managerial officers.
Remuneration Committee Meeting Status
Meetings of the Remuneration Committee shall be held at least 2 times a year. So far, a total of 3 meetings have been held in 2023, attendance rate of the members is 89%.
Work focuses during the year include:
- Review the distribution of remunerations to employees and directors, annual remuneration paid during the most recent fiscal year to directors and managers, and bonus regulations, promotion, and salary adjustment rules for managers.
- Execute Remuneration Committee performance evaluation.
The discussion items in 2023 are as follows:
| Date of the Meeting | Important Proposals and Resolutions | The Company's handlingof Remuneration Committee's opinion. |
|---|---|---|
| 2024/02/23 |
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Approved without any objections or opinions and submitted it to the board for discussion and approved by all directors presented.
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Convener / Chen, Chiun Mang
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Professional Qualification and ExperienceIndependent Director Chen, Chiun Mang is the CPA of Tsuna Jih Accounting Firm. She received a master's degree in Accounting from the University of North Texas, has been serving KPMG in Taiwan since 1988, and used to teach in the Department of Accounting at Tunghai University.
With almost 30 years of working experience in CPA firms, she has practical experiences and professional and technical qualifications that required certification for a national accountant qualification examination, and core capability of financial accounting, decision leadership, and industry knowledgeA as required by a board of directors.
Does not meet any descriptions stated in Article 30 of the Company Act. -
Current Positions at the Company or Other CompaniesIndependent Director and committee member of Audit Committee(convener), Remuneration Committee(convener), and committee member of Nominating Committee / Sinon Corporation
CPA / Tsuan Jih Accounting Firm
Independent Director, committee member of Audit Committee and convener of Risk Management Committee(convener) / Mingtai Insurance Co.,Ltd.
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Member / Huang, Shen-Yi
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Professional Qualification and ExperienceIndependent Director Huang, Shen-Yi is Director of Taichung Office of the CROWE (TW) CPAs. He received his master's degree in Management Sciences from Tamkang University and used to work for Pan-China (TW) CPAs, and KPMG in Taiwan. He has also taught at the Department of Accounting of National Taichung Institute of Technology (now National Taichung University of Science and Technology) and at Department of Accounting and Information Systems of Asia University.
With almost 30 years of working experience in CPA firms, he has practical experiences and professional and technical qualifications that required certification for a national accountant qualification examination, and core capability of business management, and financial accounting as required by a board of directors.
Does not meet any descriptions stated in Article 30 of the Company Act. -
Current Positions at the Company or Other CompaniesIndependent Director and committee member of Audit Committee, Remuneration Committee, and Nominating Committee / Sinon Corporation
Director of Taichung Office / CROWE(TW) CPAs
Independent Director and committee member of Audit Committee, and Remuneration Committee / Nien Made Enterprise, CO., LTD.
Committee member of Remuneration Committee / LNC Technology Co., LTD.
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Member / Huang, Chin-Lin
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Professional Qualification and ExperienceIndependent Director Huang, Chin-Lin is currently the Chairman and General Manager of Yieh Chen Machinery Co. Graduated from Tamkang University, Department of Cooperative Economics (now Department of Industrial Economics) and Chang Hwa Normal University, Department of Accounting, Master of Business Administration program. Since 1989, he has served as the General Manager of Six Star Gears Co., Ltd. - Yieh Chen Machinery Co., Ltd. He has been leading the company to become the best gear and machine manufacturer worldwide, and was honored with the "Outstanding General Manager Award in the Central Taiwan" by the Association of Enterprise Managers of Taichung City, Taiwan.
Academically, he was a part-time lecturer at National Changhua Normal University, President of Changhua Normal University Distinguished Alumni Association, Chairman of EMBA Association of Changhua Normal University, and recipient of the "Tamkang Elite 35th Golden Eagle Award" from Tamkang University.
Independent Director Huang, Chin-Lin has extensive experience in business management and is fully qualified with the necessary business, financial and accounting experience or working experience required for the company's business. He possesses experience in business management, financial accounting, leadership and decision-making, and global market perspective, which are in line with the core competencies of the Board of Directors.
Does not meet any descriptions stated in Article 30 of the Company Act. -
Current Positions at the Company or Other CompaniesIndependent Director and committee member of Audit Committee, Remuneration Committee, and Nominating Committee / Sinon Corporation
Chairman and General Manager / Yieh Chen Machinery Co., Ltd.
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