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Remuneration Committee

Remuneration Committee performs its functions to evaluate the remuneration policy and system of the Company's directors and managers professionally and objectively and to propose suggestions to the Board of Directors as reference for its decision making.

Professional Qualification and Experience of Remuneration Committee Members

Su-Ming Lin

 Independent Director

Ph.D., Arizona State University (Accounting)

Associate Dean, College of Management, NT

Independent Director of Chunghwa Telecom Co., Ltd.

Independent Director of Taiwan Fertilizer Co., Ltd.

Commissioner of the Appeals Review Committee, Taipei City Government

Commissioner of the Reformation of Taxation Committee, Executive Yuan

Consultant of Certified Public Accountant, ROC 

Andrew H. -J. Wang

 Independent Director

Ph.D., Chemistry, University of Illinois-Urbana

Vice President, Academia Sinica

Director of the Hsing Tian Kong Foundation Medical Misson

Director of Taiwan Medical University

Independent Director of Standard Chem & Pharm Co., Ltd. 

Tsong-Juh Chiu

 Independent Director

National JD, National Taiwan University

Chairman of Securities & Futures Institute

Chair Professor of Fu Jen Catholic University

Peace & Grace International Attorney at Law

Independent Director of Sinew Pharma Inc.

Independent Director of Ever Ohms Technology Co., Ltd.

Functions of Remuneration Committee

The Committee shall perform the following job duties faithfully with due diligence as a good administrator, and also propose its suggestions to the Board of Directors for discussion:

  1. Regularly review the Charter of Remuneration Committee of the Company and propose suggestions for amendments.
  2. Adopt and regularly review the performance evaluation criteria, annual and long-term performance goals, and remuneration policy, system, standards and structure for the Company’s directors and managers.
  3. Regularly assess the achievement of performance goals of the Company’s directors and managers, and set forth the contents and amount of individual remuneration based on the evaluation result generated based on the performance evaluation criteria.

The Committee shall perform the job duty referred to in the preceding paragraph in the following manners:

  1. Ensure that the Company’s remuneration arrangement satisfies related laws and is sufficient to attract excellent talents.
  2. The performance evaluation and remuneration of the directors and managers shall be determined in reference to the pay level among peer companies and by taking into consideration the personal performance evaluation result, the time invested, responsibilities to be assumed, achievement of personal goals, performance of other positions, the remuneration granted by the Company to staff assuming the equivalent positions in recent years, and the reasonableness of the relationship between personal performance and the Company's operating performance and future risks assessed in terms of achievement of the Company's short-term and long-term business goals and the Company's financial position.
  3. Directors and managers shall not be led to engage in any activities beyond the Company’s risk appetite in order to pursue remuneration.
  4. To determine the proportion of short-term performance-based remuneration to directors and senior management and the payment schedule of certain variable remuneration, it is necessary to take into consideration the industrial characteristics and the nature of the Company’s business.
  5. To determine the contents and amount of the remuneration to directors and managers, it is necessary to take the reasonableness into consideration. The decision on the remuneration to directors and managers is not advised to significantly deviate from the Company’s financial performance.
  6. The Committee members shall recuse themselves from discussion and voting on the motion about their personal remuneration.

The remuneration referred to in the preceding two paragraphs includes the compensation in cash, stock options, bonus & dividends, retirement benefits or severance pay, various allowances, and other substantial incentive measures. The scope thereof shall be determined in line with the relevant provisions on the remuneration to directors and managers under the Regulations Governing Information to be Published in Annual Reports of Public Companies. Matters concerning the remuneration to directors and managers of the Company’s subsidiaries that require approval by the Company's Board of Directors under the subsidiaries’ job-division systems, if any, shall first be proposed by the Committee and then submitted to the Board of Directors for discussion.

Attendance of Remuneration Committee Members

Remuneration Committee has convened a total of 4(A) meetings in 2024. The members’ attendance at the meetings is specified as following:

Job Title Name Attendance in person (times)【B】 Attendance by proxy (times) Actual attendance rate (%)【B/A】 Remark
Independent Director   Su-Ming Lin    4 0 100% Newly Appointed on May 23, 2023       
Independent Director   Andrew H. -J. Wang
 
4 0 100% Newly Appointed on May 23, 2023       
Independent Director   Tsong-Juh Chiu   4 0 100% Newly Appointed on May 23, 2023       

 

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