I. Responsibilities of the Remuneration Committee
The Remuneration Committee shall convene at least twice per year.
The Committee shall perform its duties faithfully and with the care of a prudent manager. It is responsible for the following tasks, and shall submit its recommendations to the Board of Directors for discussion:
Periodically review these regulations and propose amendments as needed.
Establish and regularly review the performance evaluation criteria for directors and managerial officers, including short-term and long-term performance goals, as well as policies, systems, standards, and structures for their remuneration. The performance evaluation criteria shall be disclosed in the annual report.
Periodically assess the achievement of performance goals by directors and managerial officers, and determine the content and amount of their individual remuneration based on the evaluation results. The annual report shall disclose the individual performance evaluation results and their corresponding remuneration, and explain the correlation and reasonableness between the two. These matters shall also be reported at the shareholders’ meeting.
When exercising the above-mentioned duties, the Committee shall adhere to the following principles:
Ensure that the Company’s compensation arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talent.
The performance evaluations and remuneration for directors and managerial officers shall be determined with reference to commonly accepted industry standards, individual performance results, time devoted, responsibilities undertaken, goal achievement, performance in other roles, remuneration for comparable positions in recent years, and the Company’s achievement of short- and long-term business goals, financial status, and future risk exposures.
Remuneration policies shall not encourage directors and managerial officers to engage in activities exceeding the Company’s risk appetite for the sake of compensation.
The proportion of bonuses for short-term performance and the payment timing for variable remuneration to directors and senior managers shall be determined in light of industry characteristics and the nature of the Company’s business.
The content and amount of remuneration for directors and managerial officers shall be reasonable. Remuneration should not significantly deviate from the Company’s financial performance. In the event of substantial profit decline or prolonged losses, remuneration should not exceed that of the previous year. If it does, a justification must be disclosed in the annual report and reported at the shareholders’ meeting.
II. Members and Attendance of the Remuneration Committee
The sixth Remuneration Committee is composed of four independent directors (same as the Audit Committee).