Committee Audit Committee
The Company has not yet set up an audit committee, and if the board of directors has a significant resolution (e.g., surplus distribution case, shareholders' meeting), it shall be announced at the Open Information Observatory as required. At the end of the current board of directors' office, the number of independent directors will be increased, and the Audit Committee will be established.
The Pay and Compensation Commission
To strengthen corporate governance and the functions of the board of directors, shall establish a pay and compensation committee following the Measures for the Establishment and Exercise of The Remuneration Committee of a Company listed on a stock or purchased or sold in a securities dealer's office. In professional objectivity, the Committee evaluates the pay policies and systems of directors, supervisors, and managers and makes recommendations to the Board of Directors to reference its decision-making.
Following the provisions of the constitution of the remuneration committee, the current Committee, by resolution of the board of directors, appointed Mr. Xie Develop, Mr. Hu Tonglai, two independent directors and external experts, Mr. Hong Mingzhou, and unanimously elected Mr. Hu Tonglai as convenor of the Pay and Compensation Committee by all members. Three pay and compensation committee meetings will be held in 2020, with an attendance rate of 100 percent.
The main functions and powers of the Pay and Compensation Commission
- To formulate and regularly review the policies, systems, standards, and structure of annual and long-term performance appraisal and remuneration of directors, supervisors, and managers.
- Assess and recommend the content and amount of individual salary remuneration of directors, supervisors, and managers to achieve performance objectives.
- To ensure that the Company's salary and compensation arrangements following the relevant laws and regulations and sufficient to attract talented people, and to the Board of Directors to make relevant recommendations for their decision-making reference.
The remuneration of the directors and the remuneration of the employees
- According to the articles of association of the Company, if there is a profit in the year, 5% to 15% shall be allocated for the remuneration of employees; And to be able to open the amount of profit, by the board of directors resolution to allocate no more than 2% for the remuneration of the board of directors.
- Employee remuneration shall be distributed by the board of directors' resolution in stock or cash and shall be paid to employees of the Company who meet certain conditions of control or subordinate to the Company.
- The Company's salary compensation policy considers employee pay and the Company's operations to grow together to implement corporate social responsibility. Employee pay includes basic salary and bonus, base salary considering work experience, ability, position, etc., which does not vary by sex, age, national origin, or race; Year-end bonuses are issued based on the Company's annual business performance individual performance of employees.
- The procedures for the payment of remuneration by the Company have taken into account the results of the performance evaluation of the board of supervisors and managers, and the distribution of the amount of remuneration by the supervisors and managers shall be linked to the results of the annual performance appraisal of the year, shall be submitted to the Remuneration Committee for consideration and shall be sent to the Board of Directors for resolution.
The following table describes the analysis of the remuneration of the board supervisors and senior managers and describes the policies, criteria, and combination of remuneration, the procedures for setting fees, and the correlation with business performance and future risks.
|yearly||Net revenue||Net profit after tax||Supervisor's honorarium (The total amount represents the net benefit after tax.)||General Manager's Deputy General Manager's Honorary (The total amount represents the net benefit after tax.)|
|Illustrate||Honorariums for directors and supervisors||General Manager's Deputy General Manager's Honorary|
|Honorarium policy||The remuneration of directors and supervisors shall be made following the provisions of the Company's articles of association. In addition, no further remuneration shall be paid to directors and supervisors, and any additional provisions and changes shall be subject to the resolution of the Shareholders' Meeting.||According to the Company's "performance appraisal and reward and punishment assessment operations," "promotion and transfer operations," and "pay cycle operations," and other methods.|
|Standards and combinations||The weight distribution of the executive responsibility and guarantee responsibility according to the responsibility of the supervisor.||Base salary, food allowance, job bonus, and annual bonus, performance bonus, etc.|
|Procedure for setting a fee||The proposal for the distribution of surplus shall be prepared by the board of directors and submitted to the shareholders' meeting for resolution.||According to the difference in a learning experience and job performance, the Company's approval authority to sign off.|
|Relevance to business performance and future risks||It depends on the Company's operating performance and profitability. Do your best to manage and supervise your responsibilities, formulate business policies, and grasp business opportunities.||According to work objective achievement rate, pay-related compensation, individual department's operating performance, and profitability and contribution. Share goals and face a risk environment together.|
The Special Committee on Mergers and Acquisitions
The Company shall establish a Special Committee on Mergers and Acquisitions following the Measures for mergers and acquisitions of publicly issued companies to strengthen corporate governance and consider the fairness and rationality of merger plans and transactions.
Responsibilities of the Special Committee on Mergers and Acquisitions
The Special Committee members on Mergers and Acquisitions shall faithfully perform their duties with the attention of good managers, consider the fairness and reasonableness of merger plans and transactions, and report the results of the deliberations to the Board of Directors and the shareholders' meeting. However, according to the provisions of the merger and acquisition law, there is no need to convene a shareholders' meeting to decide on merger matters, may not mention the shareholders' meeting.
Members of the Special Committee on Mergers and Acquisitions and Professional Competence
According to the "Organizational Procedures for the Establishment of the Special Committee on Mergers and Acquisitions," the number of members of this Committee is three, including two independent directors of the Company, Mr. Hu Tonglai and Mr. Xie Develop, of whom Mr. Hu Tonglai is the convenor, and the Board of Directors has selected the other insufficient number of independent directors as external experts, Mr. Hong Mingzhou. The membership of the Mergers and Acquisitions Special Committee is in accordance with the provisions of the Measures for the Establishment and Compliance of Independent Directors of Public Offering Companies and shall not be related to or affect independence in relation to the merger and acquisition transaction.
In terms of professional competence, the Convenor, Mr. Hu Tonglai, is currently a Professor in the Department of Business Management at Taipei University of Science and Technology, specializing in business management, finance, and industrial management; Mr. Xie is currently the Chairman of the Asia Capital (Share) Company, specializing in economic practice, business management, and industrial venture capital; Mr. Hong Ming Chau has served as a professor in the Department of Engineering and Management of Taiwan University, specializing in the field of enterprise management and industrial management, and all three members have practical experience in corporate governance, which is in line with the professional competence required by the Committee.
The operation of the Special Committee on Mergers and Acquisitions
The Special Committee on Mergers and Acquisitions' convening shall notify the Committee members seven days ago unless there is an emergency. The independent director acts as convenor and Chairman of the meeting and may invite the independent expert, the Company's relevant department managers, internal auditors, accountants, lawyers to attend the meeting and provide the necessary information.
The convening of the Special Committee on Mergers and Acquisitions shall be handled following the organizational procedures set up by the Special Committee on Mergers and Acquisitions, and the members shall attend the Committee in person and shall not be represented. When the Committee convenes, set up a check-in book to check-in and be part of the proceedings.