Corporate Governance

The company established the remuneration committee on December 28, 2011. The third and fouth term of the remuneration committee was composed of four independent directors by board resolution. Independent director Yu Shang-Wu was reelected as convenor.

Remuneration committee duties 
In accordance with the charter of the company’s remuneration committee, the remuneration committee has the following duties and its recommendations are submitted to the board of directors for discussion: 
(1) Regular review on the charter and submission of amendment recommendations.
(2) Determine and regular review the policies, system, standards and structure for company director and officer performance evaluations and remuneration. 
(3) Regularly evaluate the remuneration of company directors and officers.

 
The following principles must be followed before performance of the above remuneration committee duties: 
(1) Ensure the company’s remuneration arrangements conform to related laws and are sufficient to attract talent. 
(2) Performance assessments and compensation levels of directors, supervisors and executive officers shall take into account the general pay levels in the industy, the time spent by the individual and their responsibilities, the extent of goal achiecement, their performance in other positions and the compensation paid to employees holding equivalent positions in recent years. The evaluation should also cover the reasonableness of the correlation between the individual’s performance and the company’s operational performance and future risk exposure, with respect to the achievement of short and long-term business goals and the financial position of the company.
(3) There shall be no incentive for directors or executive officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the company. 
(4) The percentage of the bonus to be distributed based on short-term performance and the time for payment of any variable compensation for directors and executive officers shall be determined based on industry characteristics and company business attributes. 
(5) A committee member may not enter into discussions or voting when the committee is deciding on that member’s individual remuneration. 
(6) The decision making and handling of director and officer remuneration matters for subsidiaries is delegated to the subsidiary but requires the ratification of the company’s board of directors. The company’s remuneration committee is aksed to submit recommendation before the matter is submitted to the board of directors for discussion.

The Remuneration Committee shall be convened at least twice a year.  For the convening of the committee meeting and the attendance rate of each member, please refer to the annual report of the shareholders meeting of the Company.