Remuneration
Committee

The 4th Members of Remuneration Committee

         

   

    ◆Date of Incorporation：June 11, 2020

   

       

                                                       

    ◆Term：July 1, 2020 to June 10, 2023

 

    ◆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. 

    ◆The Committee shall exercise the care of a good administrator to faithfully perform the following duties

      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.

    ◆The Committee shall perform the duties under the preceding paragraph in accordance with the                       followingprinciples： 
 

     

      

      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 TitleGender

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-TeMemberMale

•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.

Chang, Chwen-MingMemberFemale

•Programme of Center of Electrical Computation, Ministry

 of Education.

•Associate Professor of Department of Applied

 Mathematics, Feng Chia University.

•Associate Professor of Department of Health Care

  Administration, CJCU.
•Associate Professor of Department of Land Management

 and Development, CJCU.

•Associate Professor of Department of Marketing and

  Distribution Management, NKUST.

•Professor & Dean of Department of Business

 Administration, CJCU.

•Chief of Bachelor Degree Program of International

 Finance and Business Management, CJCU.

•Professor & Chief of Department of Accounting and

  Information Systems, CJCU.

•Member and Consultant of Remuneration Committee of

 KNH Enterprise Co., Ltd.

•PhD in Information Management, Royal Halloway College,

  University of London.

 

Attendance of Remuneration Committee members in the Year 2021

Term

Session

4th Term

3rd Session

4th Term

4th Session

4th Term

5th Session

4th Term

6th Session

4th Term

7st Session

Required Attendance

Attendance in Person

Not Attending or By Proxy

Name/Date

2021.01.20

2021.05.07

2021.05.21

2021.07.15

2021.08.05

Tai, Chien

V

Note 1

Note 1

Note 1

Note 1

1

1

0

Hwang, Jen-Te

V

V

V

V

Note 1

5

5

0

Chang, Chwen-Ming

V

V

V

V

V

5

5

0

Hsu, Chiang

Note 2

Note 2

Note 2

V

V

2

2

0

 
Note 1 : Resigned on March 4 2021.
Note 2 : Newly appointed, relieved of duty on May 21, 2021.
   Remuneration Committee Operations in the Year 2021

Term

Session

Date

Discussions items

Resolution

The Company’s handling of the Remuneration Committee members’ opinion

4

3

2021/01/20

  1. 1. Allocation of year-end bonus to
  2.     managerial officers 2020 .
  3. 2. Allocation of year-end
  4.     remuneration to directors 2020 .

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

  1. 1.  Allocation of year-end bonus to
  2.      managerial officers 2019 .
  3. 2.   Allocation of year-end remuneration to
  4.       directors 2019 .

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”.

     Remuneration Committee Operations in the Year 2019

Term

Session

Date

Discussions items

Resolution

The Company’s handling of the Remuneration Committee members’ opinion

3

8

2019/01/23

  1. 1.  Allocation of year-end bonus to
  2.      managerial officers 2018 .
  3. 2.  The salary adjustment of the
  4.      manager Huang, Cheu-Chieh.

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.

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