The Compensation Committee was established on December 22, 2021. The committee is composed of all three independent directors authorized by the Board of Directors. The responsibilities of the remuneration committee include “implementing recommendations, evaluating, and supervising the company’s overall compensation policies, executive and manager compensation levels, employee stock option plans, employee bonus plans, or other employee incentive plans.” Since its establishment, the remuneration committee has operated in accordance with the regulations of the “Remuneration Committee Regulations” of our company, and its operation complies with the “Corporate Governance Best Practice Principles for Listed and OTC Companies” and the “Regulations on the Establishment and Exercise of Remuneration Committees.”
Members’ professional qualifications and experiences are as follows：
| job title | Name | resume |
|---|---|---|
| Committee Convener | Liu, Yu-Chen | Education: EMBA, National Chiao Tung University. Principal Experience: ● Legal Representative Director of Meco Technology Co., Ltd. ● General Manager of Yulon Motor Co., Ltd. ● General Manager of Yulon Nissan Motor Co., Ltd. ● General Manager of Huachuang Auto Electronics Co., Ltd. ● Chairman of the Vehicle Association ● Vice Chairman of Huachuang Auto Electronics Co., Ltd. ● Chairman of Yuqi Company. ● Chairman of Yingxi Company. Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
| Committee Member | Su, Tsung-Min | Education: MA, International Business Management, Curtin University, Australia. Principal Experience: ● Senior Specialist at Rui Li Enterprise Co., Ltd. ● Headquarters Manager/Special Assistant at Dongfeng Yulon Motor Co., Ltd. ● Assistant Manager at Huachuang Auto Electronics Co., Ltd. ● Procurement Manager at Yulon Nissan Motor Co., Ltd. ● Business Service Department Manager at Yulon Nissan Motor Co., Ltd. ● Deputy Manager/Manager (Production Department) at Yulon Motor Co., Ltd., ● Director of Manufacturing Department at Yulon Motor Co., Ltd. Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
| Committee Member | Hsu, Jui-Tsan | Education: MA, Information Technology Management, University of Leicester, UK. Principal Experience: ● General Manager of Tiansheng Steel Industry Co., Ltd. ● General Manager and spokesperson of Jisheng Pharmaceutical Factory Co., Ltd. ● Senior manager at Hon Hai Technology Co., Ltd. Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
●Attendance of Remuneration Committee Members
（1）The Remuneration Committee consists of three members, all of whom are independent directors.
（2）Term of the current committee: From August 4, 2021, to August 3, 2024.
（3）Attendance: From January 1, 2023 to March 14, 2024, the Remuneration Committee held a total of 5 meetings.
The Remuneration Committee held 2 meetings during the fiscal year 2024, with an average attendance rate of 83.33%. The attendance of committee members is as follows：
| Title | Name | Attendance In person (B) | By proxy | Attendance rate(%) | Remarks |
|---|---|---|---|---|---|
| (Ｂ/Ａ) | |||||
| Convener | Liu, Yu-Chen | 2 | 0 | 100% | |
| Committee Members | Su, Tsung-Min | 1 | 1 | 50% | |
| Committee Members | Hsu, Jui-Tsan | 2 | 0 | 100% |
The Remuneration Committee held 3 meetings during the fiscal year 2023, with an average attendance rate of 100%. The attendance of committee members is as follows：
| Title | Name | Attendance In person (B) | By proxy | Attendance rate(%) | Remarks |
|---|---|---|---|---|---|
| (Ｂ/Ａ) | |||||
| Convener | Liu, Yu-Chen | 3 | 0 | 100% | |
| Committee Members | Su, Tsung-Min | 3 | 0 | 100% | |
| Committee Members | Hsu, Jui-Tsan | 3 | 0 | 100% |
●Information on Remuneration Committee Authority
The function of our company’s Remuneration Committee is to evaluate the salary and compensation policies and systems of our company’s directors, supervisors, and managers in a professional and objective manner. The committee meets at least twice a year and may convene meetings as needed to provide recommendations to the board of directors for their decision-making reference.
1.Authority of the Remuneration Committee
（1）Regularly review and propose revisions to this regulation.
（2）Regularly review the annual and long-term performance goals of the company’s directors, supervisors, and managers, as well as the policies, systems, standards, and structures of salary and compensation.
（3）Regularly evaluate the performance goals of the company’s directors, supervisors, and managers and recommend the content and amount of individual salary and compensation.
2.When executing the aforementioned authority, the committee shall follow the following principle：
（1）Ensure that the company’s salary and compensation arrangements comply with relevant laws and regulations and are sufficient to attract excellent talents.
（2）The performance evaluation and salary and compensation of directors, supervisors, and managers should refer to the usual practice in the industry and consider the time invested, job responsibilities, personal goals achieved, performance in other positions, and the salary and compensation of equivalent positions given by the company in recent years, as well as the individual performance evaluation based on the company’s short-term and long-term business objectives, financial condition, and the reasonable correlation between performance and future risks.
（3）Do not guide directors and managers to engage in risky behavior to pursue salary and compensation.
（4）Regarding the proportion of short-term performance bonuses and the timing of partial variable salary and compensation payments to directors and senior executives, it should be determined based on the characteristics of the industry and the nature of the company’s business.
（5）Committee members may not participate in discussions or vote on their own salary and compensation decisions. The aforementioned salary and compensation include cash compensation, stock options, bonus shares, retirement benefits or severance payments, various allowances, and other substantial reward measures. Their scope should be consistent with the criteria for disclosure in the annual report of a publicly-traded company regarding director, supervisor, and manager compensation.
If the compensation of directors and managers of our subsidiary companies is a decision that is subject to approval by the board of directors of our company based on the company’s hierarchical responsibility, the committee shall first provide recommendations and then submit them to the board of directors for discussion.
●Meeting Information
The dates of the two meetings held by the Remuneration Committee in the most recent fiscal year (2024), the matters discussed, and the resolutions adopted are as follows：
| Dates of the meetings of the Remuneration Committee | Agenda and Follow-up Handling | Resolution. Results | Company’s Opinions on the Remuneration Committee |
|---|---|---|---|
| January 4th, 2024 5th term 7th session | The case of disbursing retirement benefits for Mr. Wang Xiaolong, our company’s general manager, who has applied for retirement. | Approved by all attending committee members. | Approved by the attending directors at the board meeting. |
| March 13th, 2024 5th term 8th session | 1.Review of the Performance Evaluation for Directors and Managers for Fiscal Year 2023 and Proposal for Manager Performance Evaluation Criteria for Fiscal Year 2024 2.Distribution of Year-End Bonuses for Managers for Fiscal Year 2023 3.Retirement Severance Payment Case for Mr. Xiao-Long Wang, General Manager, applying for retirement from the company | Approved by all attending committee members. | Approved by the attending directors at the board meeting. |
The dates of the two meetings held by the Remuneration Committee in the most recent fiscal year (2023), the matters discussed, and the resolutions adopted are as follows：
| Dates of the meetings of the Remuneration Committee | Agenda and Follow-up Handling | Resolution. Results | Company’s Opinions on the Remuneration Committee |
|---|---|---|---|
| Feb 3rd 2023 5th term 4th session | 1. Proposal for the distribution of year-end bonuses for executives in the fiscal year 2022 and employee dividends for the fiscal year 2021. 2. Proposal for the allocation ratio of employee compensation and director compensation in the fiscal year 2022. | Approved by all attending committee members. | Approved by the attending directors at the board meeting. |
| Mar. 2nd 2023 5th term 5th session | 1. Performance Evaluation and Review of Directors for the Year 2022 and Performance Evaluation Items for Managers for the Year 2023. 2. Allocation of Employee Compensation and Director Remuneration for the Year 2022. | Approved by all attending committee members. | Approved by the attending directors at the board meeting. |
| Aug. 9nd 2023 5th term 6th session | 1. Amendment of the Organizational Regulations of the Compensation Committee of the Company. 2. Formulation of the Bonus Disbursement Procedure for Company Executives. 3. Distribution of Employee Bonuses for the Fiscal Year 2022. 4. Case concerning the list of receiving executives and relevant details for the issuance of restricted employee rights new shares for the fiscal year 2022. | Approved by all attending committee members. | Approved by the attending directors at the board meeting. |