The Company established the Remuneration Committee on December 22, 2011, composed of three independent directors authorized by the Board of Directors. The Committee is responsible for “recommending, evaluating, and supervising the Company’s overall compensation policy, the compensation levels of the President and managers, employee stock-option plans, employee profit-sharing plans, and other employee incentive plans.” Since its inception, the Committee has operated in accordance with the Company’s Remuneration Committee Charter, and its operations fully comply with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company whose Stock is Listed on the Stock Exchange or Traded over the Counter.
The members’ professional qualifications and experience are as follows:
| Title | Name | Profile |
|---|---|---|
| Convener | Liu Yi-Chen | EMBA, 5E EMBA Program, National Chiao Tung University. Previously served as President of Yulon Motor Co., President of Yulon Nissan Motor Co., President of Haitec Co., Chairman of the Taiwan Transportation Vehicle Manufacturers Association, Vice Chairman of Haitec Co., Chairman of Yulon-Mech Industry Corp., and Chairman of Ying-Hsi Corp. Currently serves as the corporate-representative director of Meike Technology Co., Ltd. Possesses more than five years of work experience required in business, law, finance, accounting, or company operations. |
| Member | Su Tsung-Min | Master of International Business Management, Curtin University, Australia. Previously served as General Manager / Special Assistant at the headquarters of Dongfeng Yulon Motor, Vice President of Haitec Co., Procurement Manager of Yulon Nissan Motor Co., Business Service Manager of Yulon Nissan Motor Co., Deputy Manager / Manager (Production Department) of Yulon Motor Co., and Director of Manufacturing at Yulon Motor Co. Currently serves as Senior Specialist at Sharp Industries Co., Ltd. Possesses more than five years of work experience required in business, law, finance, accounting, or company operations. |
| Member | Cheng Chin-Hsin | Graduate Institute of Business Administration, National Taipei University. Previously served as Audit Deputy Manager at Deloitte & Touche, Partner Accountant at Shih-Fang-Kuang-Hua CPA Firm, Accountant at Hung-Hsuan CPA Firm, and Financial Committee Member / Visiting Committee Member at the Ministry of Health and Welfare, Executive Yuan. Currently serves as Managing Partner of Hung-Hsuan CPA Firm, Partner Accountant of Hung-Hsuan CPA Firm, General Manager of Hung-Liang Management Consulting Co., Ltd., Tax & Financial Consultant of Ching-Shen-Tang Investment Co., and Tax & Financial Consultant of health-food and direct-sales companies. Possesses more than five years of work experience required in business, law, finance, accounting, or company operations. |
(1) The Company’s Remuneration Committee consists of three members, all of whom are independent directors.
(2) Term of the current committee: June 18, 2024 to June 17, 2027.
(3) Attendance: From January 1, 2025 to December 31, 2025, the Remuneration Committee convened a total of 2 meetings.
| Title | Name | Actual Attendance (B) | Attendance by Proxy | Actual Attendance Rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Liu Yi-Chen | 2 | 0 | 100% | |
| Member | Su Tsung-Min | 2 | 0 | 100% | |
| Member | Cheng Chin-Hsin | 2 | 0 | 100% |
The Company’s Remuneration Committee, from a professional and objective standpoint, is responsible for evaluating the compensation policies and systems for the Company’s directors, supervisors, and managerial officers. It convenes at least twice a year, and additional meetings may be held as required, in order to make recommendations to the Board of Directors for its decision-making reference.
1. Authority of the Remuneration Committee
(1) Periodically review this charter and propose amendments.
(2) Periodically review the policies, systems, standards, and structure of annual and long-term performance targets and compensation for the Company’s directors, supervisors, and managerial officers.
(3) Periodically evaluate the achievement of performance targets by the Company’s directors, supervisors, and managerial officers, and make recommendations on the content and amount of their individual compensation.
2. In exercising the foregoing authority, the Committee shall act in accordance with 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 evaluations and compensation of directors, supervisors, and managerial officers shall reference prevailing industry levels, and shall take into account the time committed, the responsibilities undertaken, the achievement of personal targets, performance in other positions held, the compensation provided to peers in similar positions by the Company in recent years, the achievement of the Company’s short-term and long-term business objectives, and the Company’s financial condition—thereby reasonably correlating individual performance with the Company’s operating performance and future risks.
(3) Directors and managerial officers shall not be incentivized to engage in conduct that exceeds the Company’s risk appetite in pursuit of compensation.
(4) For directors and senior managerial officers, the proportion of bonuses tied to short-term performance and the timing of payment of any portion of variable compensation shall be determined in consideration of industry characteristics and the nature of the Company’s business.
(5) Members of the Committee shall not participate in the discussion or vote on the determination of their own compensation.
The “compensation” referred to in the preceding two paragraphs includes cash compensation, stock options, profit-sharing/stock distribution, retirement benefits or severance payments, allowances, and other measures of substantive incentive; its scope shall be consistent with the provisions concerning director, supervisor, and managerial-officer compensation in the Regulations Governing Information to Be Published in the Annual Reports of Public Companies.
If a compensation matter for a director or managerial officer of one of the Company’s subsidiaries falls within the scope of items requiring approval by the Board of Directors of the Company under the subsidiary’s tiered approval structure, such matter shall first be recommended by this Committee and then submitted to the Board for discussion.
The 2025 meeting dates of the Remuneration Committee, the items discussed, and the resolutions reached are as follows:
| Meeting Date | Agenda and Subsequent Handling | Resolution | Company’s Handling of the Remuneration Committee’s Opinion |
|---|---|---|---|
| 2025.2.25 (6th Term, 2nd Meeting) | Review of the 2024 performance evaluation of directors and managerial officers, and the 2025 managerial-officer performance evaluation items | Approved by all attending members | Submitted to the Board of Directors and approved by attending directors |
| 2025.11.05 (6th Term, 3rd Meeting) | Settlement of the Company’s managerial officers’ pre-Labor Pension Act (old-system) seniority | Approved by all attending members | Submitted to the Board of Directors and approved by attending directors |