Corporate Governance

📍　Wen-Guu Huang｜ Independent Director ｜Convener and Chairperson

Mr. Huang earned his doctoral degree from the Department of Technology Application and Human Resource Development at National Taiwan Normal University. He has held various positions at the Ministry of Economic Affairs, including Director-General of the Bureau of Industrial Parks, gaining extensive experience in supporting the development of the electronics industry. He currently serves as an Independent Director of AEMC, chairs the Remuneration and Nomination Committee, and also serves as an Independent Director of Chang Wah Technology.

📍　Tammy Wang｜ Independent Director

Ms. Wang graduated from the Business Administration program at the University of Maryland in the US. She currently holds the position of Managing Director at DBS Bank and has held senior vice president roles at Standard Chartered Bank and vice president roles at Citibank, accumulating rich industry experience in the financial domain. Apart from serving as an independent director at our company, she concurrently serves as Chairperson of the Audit Committee, while holding the position of Independent Director at ShinyBrands.

📍　Cheng-Min Chuang｜ Independent Director

Dr. Chuang is currently a research fellow at National Taiwan University’s Research and Development Center for Medical Devices. He graduated from the University of Washington in Seattle, US, with a doctoral degree in Business Administration. Dr. Chuang possesses extensive research experience in enterprise internationalization management, international cooperation, joint ventures, and multinational corporate organization and coordination. He has contributed significantly to cultivating numerous management talents in Taiwan’s industry.

📍　Chih-Yang Chang｜ Independent Director

Mr. Chang holds a Master's degree from Hawaii Pacific University. He currently serves as Director at Global Industries Education Foundation. Previously, he held various roles including researcher at Grand Cathay Securities, Assistant Manager at Barits International Securities’ Research Department, Executive Director at Barits International Securities (HK), Assistant Manager at Mega Securities' Research Department, Business Deputy Manager at Ta Chong Securities, and Director and supervisor at Globe Industries Corporation.

• Article 1 Purpose
  To establish a sound system for the compensation and remuneration of the Company’s directors and managerial officers, these Organizational Rules of the Remuneration and Nomination Committee (hereinafter referred to as the “Rules”) are adopted in accordance with the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” (hereinafter referred to as the “Remuneration Committee Regulations”) for compliance.

• Article 2 Scope
  Unless otherwise provided by applicable laws, regulations, or the Articles of Incorporation, matters related to the powers and responsibilities of the Company’s Remuneration and Nomination Committee (hereinafter referred to as the “Committee”) shall be governed by these Rules.

• Article 3 Powers and Responsibilities
  The Company shall publish the content of these Rules on its official website and the Market Observation Post System for public reference.
  The Committee shall exercise the care of a good administrator and faithfully perform the following duties, submitting its recommendations to the Board of Directors for discussion:

1. Establish and periodically review the policies, systems, standards, and structure for the performance evaluation and compensation of directors and managerial officers.
2. Periodically evaluate and determine the compensation of directors and managerial officers.
3. Propose a list of candidates for nomination as directors.
4. Establish and periodically review continuing education programs for directors as well as succession plans for directors and senior managerial officers.
5. Develop and enhance the organizational structure of the Board of Directors and its committees, and review performance evaluations of the Board, each committee, and individual directors.
   Establish and periodically review performance evaluation policies and indicators for the Board and functional committees.
   
   In performing the duties listed above, the Committee shall adhere to the following principles :

1. Ensure that the Company’s compensation arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talent.
2. The performance evaluation and compensation of directors and managerial officers shall take into account industry standards, individual performance evaluation results, time devoted, responsibilities assumed, achievement of personal objectives, performance in other positions, compensation levels for equivalent positions in recent years, achievement of the Company’s short- and long-term operational goals, financial condition, and the reasonableness of the relationship between individual performance, Company performance, and future risks.
3. Compensation arrangements shall not induce directors or managerial officers to engage in activities exceeding the Company’s risk appetite in pursuit of compensation.
4. The ratio of short-term performance-based bonuses and the timing of variable compensation payments for directors and senior managerial officers shall be determined with consideration of industry characteristics and the nature of the Company’s business.
5. Evaluate whether director candidates possess the professional knowledge, skills, experience, and diversity (including gender) required for the Company’s operations.
   
   The term “compensation and remuneration” as used in the preceding two paragraphs includes cash compensation, stock options, profit sharing, retirement benefits or severance payments, allowances, and other substantive incentive measures. The scope shall align with the requirements set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies with respect to the remuneration of directors, supervisors, and managerial officers.
   
   Where matters concerning the compensation of directors and managerial officers of the Company’s subsidiaries require approval by the Company’s Board of Directors in accordance with the subsidiaries’ delegation of authority, the Committee shall first submit its recommendations before such matters are presented to the Board for discussion.

• Article 4 Function of the Committee
  The Committee shall, in a professional and objective capacity, evaluate the Company’s compensation and remuneration policies and systems for directors and managerial officers, including directors assigned to overseas subsidiaries, and provide recommendations to the Board of Directors for its decision-making reference.

• Article 5 Composition of the Committee
  The Committee shall consist of at least three members appointed by resolution of the Board of Directors, with a majority of the members being independent directors.
  The professional qualifications and independence of the Committee members shall comply with the Remuneration Committee Regulations.

• Article 6 Term and By-election
  The term of office of Committee members shall be the same as that of the Board of Directors that appointed them.
  If any member is dismissed for any reason and the number of members falls below three, a Board meeting shall be convened within three months from the date of occurrence to appoint replacements. However, if the dismissed member is an independent director and no other independent directors remain, a non-independent director may temporarily serve as a Committee member until an independent director is elected in accordance with applicable regulations.

• Article 7 Meetings and Convening
  The Committee shall meet at least twice a year. Meeting notices specifying the agenda shall be sent to all members at least seven days in advance. This requirement does not apply in case of emergencies.
  The Committee shall elect one independent director from among its members to serve as the convener and chairperson of meetings. If the convener is on leave or unable to convene a meeting, another independent director designated by the convener shall act on their behalf. If there are no other independent directors, the convener shall designate another member to act on their behalf. If no designation is made, one member shall be elected from among the remaining members to act on behalf.

• Article 8 Agenda Setting
  Meeting agendas shall be set by the convener. Other members may also propose motions for discussion.
  Agendas shall be provided to members in advance.
  A sign-in sheet shall be provided for attending members to sign at each meeting for record purposes.
  Committee members shall attend meetings in person. If unable to do so, they may appoint another member to attend as a proxy. Participation via video conference shall be deemed attendance in person.
  Proxies must issue a separate letter of authorization for each meeting, specifying the scope of authorization for the relevant agenda items.
  Each member may act as proxy for only one other member.

• Article 9 Resolutions
  Committee resolutions require the consent of more than half of all members. If the chairperson inquires and no objections are raised, the motion is deemed approved, with the same effect as a formal vote.
  The results of the vote shall be reported immediately and recorded.
  If the Board of Directors does not adopt the Committee’s recommendations, at least two-thirds of all directors must attend the Board meeting and a majority of those present must approve. The differences and reasons shall be recorded in the Board meeting minutes, and a public announcement shall be made through the Market Observation Post System within two days of the resolution.

• Article 10 Recusal
  If a Committee meeting involves discussion of a member’s own compensation, the member shall explain the matter during the meeting. If the discussion may be detrimental to the Company’s interests, the member shall not participate in the discussion or voting and shall recuse themselves. They may not act as a proxy for other members in exercising voting rights.
  Where a member’s spouse, relative within the second degree of kinship, or a company in a control or subordinate relationship with the member has an interest in the agenda item, the member shall be deemed to have a personal interest in that item.

• Article 11 Minutes
  Minutes shall be prepared for all Committee meetings and shall record the following in detail :

1. Session, time, and venue.
2. Name of the chairperson.
3. Attendance of members, including names and numbers of those present, excused, and absent.
4. Names and titles of attendees.
5. Name of the recorder.
6. Reports presented.
7. Discussion items: the resolution methods and results for each motion, the names of members involved in their own compensation matters, details of their compensation, recusal situations, and dissenting or reserved opinions.
8. Extraordinary motions : proposer’s name, resolution methods and results, summaries of comments from members, experts, and others, and the same disclosures required for self-compensation matters.
9. Other matters required to be recorded.The sign-in sheet shall form part of the meeting minutes. For video conference meetings, audio-visual recordings shall also form part of the minutes.
   The minutes shall be signed or stamped by the chairperson and the recorder, distributed to Committee members within 20 days after the meeting, submitted to the Board of Directors, archived as important company records, and retained for five years. Electronic formats may be used for preparation and distribution.If litigation arises before the expiration of the retention period, the minutes shall be preserved until the conclusion of the litigation.

• Article 12 Implementation of Resolutions
  Matters resolved by the Committee pursuant to Article 3 or delegated follow-up tasks (including the engagement of professional personnel) may be carried out by the convener or other members as authorized by the Committee, with written reports submitted during the execution period. If necessary, the matter shall be submitted to the Committee for ratification or reporting at the next meeting.

• Article 13 Resources for Exercising Powers
  The Committee may invite the Company’s directors, relevant department managers, internal auditors, accountants, legal advisors, or other personnel to attend meetings and provide necessary information, who shall leave during discussion and voting.
  The Committee may, by resolution, engage lawyers, accountants, or other professionals to conduct necessary audits or provide advice on matters related to the exercise of its powers. All related expenses shall be borne by the Company.

• Article 14 Implementation
  These Rules shall take effect upon approval by the Remuneration and Nomination Committee and the Audit Committee, and subsequent approval by the Board of Directors. Amendments shall follow the same procedure.

• Article 1 
  To establish a sound system for the compensation and remuneration of the Company’s directors and managerial officers, these Regulations are adopted in accordance with the Securities and Exchange Act and the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” issued by the Financial Supervisory Commission, for compliance.

• Article 2 
  The Company shall establish a Remuneration and Nomination Committee in accordance with the Securities and Exchange Act and the aforementioned regulations, and shall adopt the Organizational Rules of the Remuneration and Nomination Committee.

• Article 3 
  The Organizational Rules of the Remuneration and Nomination Committee shall at minimum specify :

1. The composition, number, and term of Committee members.
2. The powers and responsibilities of the Committee.
3. The procedural rules for Committee meetings.
4. The resources to be provided by the Company when the Committee exercises its powers.
5. The Organizational Rules shall be adopted by resolution of the Board of Directors and amended in the same manner.

• Article 4 
  The Committee shall periodically review the Organizational Rules of the Remuneration and Nomination Committee and propose amendments as necessary.

• Article 5 
  In addition to meeting the legal requirements for professional qualifications and work experience, any restrictions or prohibitions on Committee members shall be governed by the Organizational Rules of the Remuneration and Nomination Committee.

• Article 6 
  The Committee shall establish and periodically review policies, systems, standards, and structures for the performance evaluation of directors and managerial officers, and shall periodically assess and determine their compensation.

• Article 7 
  The Committee shall submit its recommendations under Article 6 to the Board of Directors for discussion.
  When reviewing the Committee’s recommendations, the Board shall consider the amount, method of payment, and future risk implications of compensation.
  If the Board does not adopt or modifies the Committee’s recommendations, at least two-thirds of all directors must attend the meeting and a majority of those present must approve the resolution. The Board shall specify in the resolution whether the adopted compensation exceeds the Committee’s recommendation and provide detailed reasons. 
  If the Board-approved compensation exceeds the Committee’s recommendation, the Company shall disclose the differences and reasons on the competent authority’s designated information disclosure website within two days of the Board resolution.

• Article 8 
  The Organizational Rules shall clearly specify procedural rules for Committee meetings, including convening and notification, attendance or proxy, agenda setting, voting procedures, recusal due to conflicts of interest, matters to be recorded in the minutes, and other compliance requirements.
  If any Committee member expresses objection or reservation in writing, this shall be recorded in the minutes and disclosed on the competent authority’s designated information disclosure website within two days.

• Article 9 
  The Committee’s minutes shall be prepared in accordance with the Organizational Rules and applicable laws, and shall include all relevant details. Minutes shall be properly maintained and distributed in accordance with the Rules.

• Article 10 
  The Committee shall disclose information on the competent authority’s designated website within two days of occurrence in the following circumstances :

1. Establishment or dissolution of the Committee.
2. Adoption of Committee-related regulations.
3. Appointment, election, or changes of Committee members.
4. Operation status of the Committee.

• Article 11 
  Matters not specified in these Regulations shall be handled in accordance with applicable laws and other relevant Company regulations.

• Article 12 
  These Regulations shall take effect upon approval by the Remuneration and Nomination Committee and the Audit Committee, and subsequent approval by the Board of Directors. The same procedure shall apply to amendments.