Remuneration
Committee
Corporate Governance
The 5th Members of Remuneration Committee
◆Date of Incorporation:Nov 28, 2021
◆Term:June 15, 2023 to June 14, 2023
6
◆Attendance of Members at Remuneration Committee Meetings:
The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors and managerial officers of this Corporation, and submit
recommendations to the board of directors for its reference in decision making.
The number of committee members shall not be less than 3 ,and more than half of the members shall be
independent directors, and all members shall elect independent directors as convener and chairman
of the
meeting.Meetings of the Committee shall be held at least 2 times a year.
In convening a meeting of the Committee, a notice setting forth the subjects to be discussed at the
meeting shall be given to each member at least 7 days in advance. In emergency circumstances, however,
the meeting may be convened on shorter notice. The attendance record of the Remuneration Committee
members disclosure on annaul report.
and present its recommendations to the board of directors for discussion:
1. Periodically reviewing this Charter and making recommendations for amendments.
2. Establishing and periodically reviewing the performance assessment standards, annual and long-term
performance goals, and the policies, systems, standards, and structure for the compensation of the
directors, supervisors, and managerial officers of this Corporation, and disclose the contents of the
performance assessment standards in the annual report.
3. Periodically assessing the degree to which performance goals for the directors, supervisors,
and managerial officers of this Corporation have been achieved, setting the types and amounts of their
individual compensation based on the results of the reviews conducted in accordance with the
performance assessment standards. The annual report shall disclose the results of the individual
performance assessments of the directors, supervisors and managerial officers and the connection
between and reasonableness of the contents and amounts of their individual compensation
and performance assessment results, and making a
report at a shareholders' meeting.
1. Ensuring that the compensation arrangements of this Corporation comply with applicable laws and
regulations and are sufficient to recruit outstanding talent.
2. Performance assessments and compensation levels of directors, supervisors, and managerial officers
shall take into account the general pay levels in the industry, individual performance assessment results,
the time spent by the individual and their responsibilities, the extent of goal achievement, their
performance in other positions, and the compensation paid to employees holding equivalent positions
in recent years. Also to be evaluated are the reasonableness of the correlation between the individual's
performance and this Corporation's operational performance and future risk exposure, with respect to
the achievement of short-term and long-term business goals and the financial position of this
Corporation.
3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging
in
activities that exceed the tolerable risk level of this Corporation.
4. For directors and senior managerial officers, the percentage of remuneration to be distributed based on
their short-term performance and the time for payment of any variable compensation shall be decided
with
regard to the characteristics of the industry and the nature of this Corporation's business.
5. Reasonableness shall be taken into account when the contents and amounts of the compensation of
the directors, supervisors, and managerial officers are set. It is not advisable for decisions on the
compensation of the directors, supervisors, and managerial officers to run contrary to financial
performance to a material extent. It is not advisable for said compensation to be higher than that in the
preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than
that in the preceding year, the reasonableness shall be explained in the annual report and reported at
a shareholders' meeting.
6. No member of the Committee may participate in discussion and voting when the Committee is deciding
on
that member's individual compensation.
Name | Job Title | Gender | Main working (education) experience |
Hsu, Chiang | Convener | Male | •Lifetime emeritus professor of Department of Business Administration, CJCU. •Independent director of TYC Brother Industrial Co, Ltd. •Founder of The International Friends of Chiang Society. •Senior Consultant of CJCU. •Director of WU-JIN-MAO Cultural Educational Foundation. •Honorary Chairman of Chinese Management Association. •Chairman of CSBC Corporation Taiwan. •Director of Creative Sensor Inc. •Education Training Consultant of CPC Corporation, Taiwan. •Director of CJCU. •Director of Committee Member of China Productivity Center. •Director of Commerce Development Research Institute. •Director of Wei Chuan Foods Corporation. •Adjunct Professor of Department of Industrial and Information Management Institute of Information Management. •Director of Tayih Kenmos Auto Parts Co., Ltd. •Chair Professor/Host of CJCU & WANG-ZI-BIN Academic Lecture. •Independent Director of TAIYEN Biotech Co.,Ltd. •Bachelor degree, Department of educational psychology and counseling, NTNU. •PhD & Master, Management and organizational psychology, UWyo, USA. |
| Hwang, Jen-Te | Member | Male | •Member of Taskforce for Reforming Corporate Governance Working Conference. •Professor and Head of Department of Economics, National Chengchi University. •Director of Joint Credit Information Center. •Director of Land Bank of Taiwan. •Director of Taiwan Accreditation Foundation. •Professor of Department of Finance, Kainan University. •Professor of Department of Finance, Kainan University. •Member of Compensation Committee of KNH Enterprise Co., Ltd. •Doctor in Economics, State University of New York. |
| Ting, Pi-Hui | Member | Female | •Associate Vice President, Academic Affairs, Chang Jung Christian University •Director of SMIMS Technology Corp. •Director of GeoNet Co., Ltd. •Professor of Department of •Business Administration, Chang Jung Christian University •President, Academic Affairs of Chang Jung Christian University •Executive Director of the Academic Affairs Research Center, Chang •Jung Christian University Ph.D. of Department of Business Administration, National Sun Yat-Sen University •MBA of National Chiao Tung University |
Hu, Yen-Jung | Member | Male | •Vice President of KNH Enterprise Co., Ltd. •Consultant of KNH Enterprise Co., Ltd. •Ph.D. of Textile Engineering, Feng Chia University |
Attendance of Remuneration Committee members in the Year 2024
Term Session | 5th Term 4rd Session | 5th Term 5th Session | Required Attendance | Attendance in Person | Not Attending or By Proxy |
Name/Date | 2024.01.30 | 2024.11.12 | |||
Hsu, Chiang | V | V | 2 | 2 | 0 |
Hwang, Jen-Te | V | V | 2 | 2 | 0 |
Ting, Pi-Hui | V | V | 2 | 2 | 0 |
Hu, Yen-Jung | V | V | 2 | 2 | 0 |
Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
5 | 4 | 2024/01/30 |
3. Motion for allocation of remuneration to directors 2023. 4.Motion for allocation of employee compensation and managers 2023. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
5 | 5 | 2024/11/12 | 1.Motion for amendment to the Company’s “Procedures of Remuneration to Directors, Functional Committees’ Members, Managers and Internal Auditors”. 2.Motion for amendment to the Company’s “Procedures for Year-end Bonus”. 3.Motion for appointment of the new manager of the Company. | ||
Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
| 4 | 10 | 2023/01/12 |
| Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
| 4 | 11 | 2023/04/28 | Motion for the Company’s new appointment of Special Assistant (equivalent to assistant vice president) to Ms. Chien, Chen-Yao in the President’s Office of the Group. | ||
| 5 | 1 | 2023/06/15 | 1. Motion for election of the convener and meeting chair of the 5th Remuneration Committee. 2. Motion for retirement of former Chairman Mr. Tai, Jung-Chi. 3.Motion for appointment of Mr. Tai, Jung-Chi as the “Honorary Chairman” of the Company. 4.Motion for remuneration of the new chairman of the Company. | ||
| 5 | 2 | 2023/08/11 | 1.Motion for amendments to the Company’s “Regulations Governing Management of Employee Performance”. 2.Motion for amendments to the Company’s “Procedures for Year-end Bonus”. | ||
| 5 | 3 | 2023/09/26 | Motion for salary adjustment of Manager Tai, Hwa-Ming. |
Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
| 4 | 8 | 2022/01/21 |
3. Motion for 2021 remuneration to employees and remuneration to managers. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
| 4 | 9 | 2022/05/05 |
4.Motion for the amendment to part of the provisions of the Company’s “Regulations Governing the Retirement of Appointed Managers”. |
Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
4 | 3 | 2021/01/20 |
3. Allocation of year-end remuneration to employees and managers 2020 . 4. The salary adjustment of the manager Cheng, Fu-Liang. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
4 | 4 | 2021/05/07 | Motion for establishing the Company’s salary adjustment measures and managers' salary adjustment measures for 2021. | ||
4 | 5 | 2021/05/21 | 1. Revision of the “員工績效管理辦法”. 2. Revision of the “年終獎金核發辦法”. | ||
4 | 6 | 2021/07/15 | Proposal of the remuneration for the new appointment of the vice president Glen-Lin of the Hygiene Products & International Operations Center. | ||
4 | 7 | 2021/08/05 | Proposal of the remuneration for the new appointment of the vice president San-Jay,Lo of Quality Assurance Center. |
Remuneration Committee Operations in the Year 2020
Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
3 | 11 | 2020/01/15 |
3. Allocation of year-end remuneration to employees and managers 2019 . | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
3 | 12 | 2020/04/24 | 1. Revision of the “Remuneration Committee Charter”. 2. Revision of the “Procedures of Remuneration to Directors, Supervisors and Managers”. | ||
4 | 1 | 2020/08/05 | 1. Revision of the “Remuneration Committee Charter”. 2. Revision of the “Self-Evaluation or Peer Evaluation of the Board of Directors”. |
Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
3 | 8 | 2019/01/23 |
3. The former Director of R&D Su, Chien-Chung to be promoted as the manager of the Company. 4. Revision of the “Procedures of Remuneration to Directors, Supervisors and Managers”. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
3 | 9 | 2019/08/06 | Proposal of the remuneration for the new appointment of the president Cheng, Fu-Liang of KNH (Shanghai) Co., Ltd. | ||
3 | 10 | 2019/10/23 | 1. Proposal of the managerial officer Chen, Ta-Yu. 2. Proposal of the remuneration for the new appointment of the vice president Chen, Li-Zhen of KNH (Shanghai) Co., Ltd. |


