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Corporate Governance

Corporate Governance

Implement honest business practices, information transparency, and risk management.
Establish a sound and sustainable corporate governance system.

Salary and Compensation Committee

Our company established a Compensation and Remuneration Committee in May 2016. The Compensation and Remuneration Committee shall perform the following duties and submit its recommendations to the Board of Directors for discussion:

  1. Regularly review the "Organizational Regulations of the Salary and Compensation Committee" and propose amendments.
  2. Establish and regularly review the policies, systems, standards and structures for the annual and long-term performance targets and compensation of the Company’s directors and managers.
  3. The Company regularly assesses the achievement of performance targets by its directors and managers and determines the content and amount of their individual remuneration.
    When exercising the powers mentioned above, this committee shall act in accordance with the following principles:
    1. Ensure that the company's salary and compensation arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talent.
    2. The performance evaluation and remuneration of directors and managers should refer to the usual level of payment in the industry, and take into account the individual performance evaluation results, the time invested, the responsibilities undertaken, the achievement of personal goals, the performance in other positions, the remuneration paid by the company to those in equivalent positions in recent years, and the reasonableness of the relationship between individual performance and company operating performance and future risks, based on the achievement of the company's short-term and long-term business goals and the company's financial situation.
    3. Directors and managers should not be encouraged to engage in activities that exceed the company's risk tolerance in pursuit of compensation.
    4. The proportion of short-term performance-based compensation for directors and senior managers, as well as the timing of payments for certain variable salaries, should be determined with consideration of industry characteristics and the nature of the company's business.
    5. The reasonableness of the content and amount of directors' and managers' remuneration should be taken into consideration. The determination of directors' and managers' remuneration should not be significantly contrary to financial performance. If there is a significant decline in profits or long-term losses, their remuneration should not be higher than that of the previous year. If it is still higher than that of the previous year, an explanation of the reasonableness should be disclosed in the annual report.
    6. Members of this committee shall not participate in the discussion or voting on decisions concerning their personal salaries and compensation.
      The compensation mentioned in the first two items includes cash compensation, stock options, profit sharing, retirement benefits or severance pay, various allowances and other measures with substantial incentives; its scope should be consistent with the provisions on the remuneration of directors, supervisors and managers in the guidelines for matters to be recorded in the annual reports of publicly traded companies.
      If the remuneration of directors and managers of the Company’s subsidiaries is a matter that requires approval by the Company’s Board of Directors, the Committee shall make a recommendation before submitting it to the Board of Directors for discussion.

Salary Committee Academic and Professional Background:

job title Name Education experience
Committee Xu Libing Master of East Asian Studies, National Chengchi University Practicing lawyer
United Daily News Chief Writer
Committee Zhang Yongfu PhD,Texas A&M University, College of Veterinary medicine Professor, Department of Population Medicine and Diagnostic Sciences, College of Veterinary medicine, Cornell University, Ithaca, New York, 14853.
Committee Zhou Huizheng

Doctor of Engineering, International Semiconductor Industry College, National Yang-Ming University
Master of Finance, Department of Finance, National Taiwan University
Bachelor of Medicine, National Taiwan University

Attending Physician of Obstetrics and Gynecology, Tai-An Hospital
Director of Feiniao Automotive Electronics Co., Ltd.
Director of New Native Cell Preparation Co., Ltd.
Committee Zhu Shumei

Private Tunghai UniversityBachelor of Accounting

Accountant of Guanheng United Accounting Firm

Attendance at this committee meeting:

The term of office for this committee is from June 28, 112 to June 27, 115, ending on March 4, 114. Five meetings have been held so far. The attendance of committee members as observers is as follows:

job title Name Actual number of attendances Number of times delegated to attend Actual attendance rate % Remark
Committee Xu Libing 5 0 100
Committee Zhang Yongfu 5 0 100
Committee Zhou Huizheng 2 0 100
Committee Zhu Shumei 2 0 100  
Committee Huang Huawei 2 0 100
Committee Zhang Zhi 1 0 100

Salary and Compensation Committee Meeting Information

The following is information regarding the Company's Compensation and Remuneration Committee's meetings, reviews, and evaluations of the Company's compensation and remuneration over the past year:

date Proposal content Resolution results
114.03.04 1. Performance Appraisal of the Company's Directors and Board of Directors for the 2014-2015 fiscal year The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
2. Distribution of Employee and Directors' Remuneration for the 2014-2015 The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
3. The Company's 2014 Manager Performance Bonus Plan Regarding the allocation ratio, the proportion of general managers among managers is too high. It is recommended that the board of directors adjust the content ratio.

114.10.31
1. To amend the Company's "Remuneration and Compensation Regulations for Directors and Independent Directors".
Article 6, Paragraph 1, Item 3
The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
2. Ms. Liu Yufen, Chairperson of the Company, intends to...114Year10moon
31He resigned from his positions as chairman and director, and will no longer serve as...
For positions at the manager level and above within the company, in accordance with the company's regulations...
"Regulations on Remuneration for Directors and Independent Directors" stipulate severance pay.
The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
3. Salary Case of General Manager Chen Weichen The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
114.11.21 1. Company Manager113Annual Employee Compensation Distribution Plan The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
2. Company Manager114Annual bonus distribution plan The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
3. Company Manager115Annual salary case The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
115.03.05 1. Salary Announcement for the Company's Accounting Supervisor The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.
2. Our company114Annual Directors and Board of Directors Performance Review The committee members unanimously approved the proposal and submitted it to the board of directors for a resolution.