Corporate Governance

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Compensation Committee

Corporate Governance

I. Composition of the Committee

An introduction to the composition (at least the names of the members) and operation of functional committees.
(i) The Company’s Remuneration Committee is composed of three professional independent directors, whose members are introduced as follows:

Independent Directors
郭錦蓉(♀)      
Independent Directors
李慶義(♂)     
Independent Directors
邱仁鈿(♂)     

Main experience (education)

  • 美國南伊利諾大學會計研究所碩士

Current position

  • 廣信益群聯合會計師事務所查帳員/會計師/所長
  • 台灣省會計師公會會計審計委員會主任委員
  • 台北市稅務代理人協會理事長
  • 全宇昕科技股份有限公司獨立董事
  • 南寶樹脂化學工廠股份有限公司獨立董事

Main experience (education)

  • HITOTSUBASHI UNIVERSITY MBA
  • Branded Lifestyle Holdings Limited Director
  • KT Licensing Limited President/CEO

Current position

  • 達爾膚生醫科技股份有限公司獨立董事
  • Pacific Licensing Studio PTE LTD Chairman

Main experience (education)

  • 美國南伊利諾大學會計研究所碩士
  • 經濟部政府資料開放諮詢小組 委員
  • 國立政治大學金融科技研究中心 產業顧問
  • Microsoft AI Developer Advisory Board, Redmond, Washington, USA

Current position

  • 碩網資訊股份有限公司 總經理
  • 株式會社Idrasys 取締役
  • ミラクシア エッジテクノロジー株式会社 取締役

※The committee shall consist of three members, appointed by resolution of the board of directors, with more than half of the members being independent directors. The professional qualifications and independence of the committee members shall be guaranteed.


II. Operation Introduction

The Company’s Remuneration Committee consists of three members appointed by resolution of the Board of Directors, all of whom are currently independent directors. Its responsibilities include establishing and periodically reviewing policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managers; and periodically evaluating and determining the remuneration of directors and managers.


III. Attendance Statistics

The term of office for the members of this committee is the same as that of the board of directors to which they are appointed. The audit committee met 3 times in the most recent year (A), and the attendance was as follows:

  Job title
 Name Actual attendance(Ｂ) Number of times delegated to attend Actual attendance rate (%)(Ｂ/Ａ) Remark
Independent Directors
 郭錦蓉 1 0 100% convener
  (Newly appointed on May 27, 2025)
Independent Directors
 雷振宏 2 0 100% convener
  (dismissed on 2025/5/27)
Independent Directors
 李慶義 2 1 66% none
Independent Directors
 邱仁佃 3 0 100% none


IV. Other matters that should be recorded
Meeting Date
   Period
 Proposal content
 Resolution results
2025-01-15 First Session, 8th Meeting
1. Review the company's 2024 annual performance bonus plan for managers.
 Passed as per the plan
2025-03-11 First Session, 9th Meeting
1. Proposed distribution of employee and directors' remuneration for the Company in 2024.
 Passed as per the plan
2025-08-12 Second Session, 1th Meeting
1. Proposed list of employees to be allocated shares in the first issuance of shares in 2025.
 Passed as per the plan
Meeting Date
   Period
 Proposal content
 Resolution results
2024-01-30 First Session, 6th Meeting
1. Review the company's 2023 annual performance bonus plan for managers.
 Passed as per the plan
2024-03-12 First Session, 7th Meeting
1. Proposed distribution of employee and directors' remuneration for 2023.
 Passed as per the plan
Meeting Date
   Period
 Proposal content
 Resolution results
2023-01-12 First Session, 4th Meeting
1. Proposed approval of the company's 2022 annual performance bonus plan for managers.
 Passed as per the plan
2023-03-10 First Session, 5th Meeting
1. Proposed Approval of the 2022 Employee Compensation and Independent Director Compensation Distribution Plan
2. Review the allocation of share subscriptions granted to managers and employees in the initial public offering (IPO) cash capital increase and issuance of new shares.
 Passed as per the plan
Meeting Date
   Period
 Proposal content
 Resolution results
2022-07-12 First Session, 1th Meeting
1. The Company's current policies, systems, standards, and structure regarding the remuneration of its directors (including independent directors) and managers.
2. Review the scope of managers to whom the company should submit a preliminary review of salaries and compensation to the Compensation and Remuneration Committee.
3. Review the remuneration and compensation of the company's directors (including independent directors) and managers.
 Passed as per the plan
2022-08-16 First Session, 2th Meeting
1. Review the allocation of share subscriptions granted to managers through the company's cash capital increase and issuance of new shares.
2. Review the salary and compensation of the company's managers.
3. Review the compensation and benefits of the company's independent directors.
 Passed as per the plan
2022-12-14 First Session, 3th Meeting
1. Proposed ratification of the remuneration of 邱仁鈿 , an independent director of the Company. Passed as per the plan

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V. Implementation Status of Functional Committee Performance Evaluation

The Company has completed the implementation of the external performance evaluation of the Compensation and Remuneration Committee for 2025, and the Board of Directors reported the evaluation results on November 11, 2025.

Evaluation cycle
 Implemented every three years
During the evaluation period
 September 1, 2024 to August 30, 2025
Scope of assessment
 Salary and Compensation Committee Performance Evaluation
Evaluation methods
 The external assessment agency requested the company to provide the documents specified by it, and distributed the self-assessment questionnaires related to the performance evaluation to all directors for completion and collection. It also appointed three review committee members to issue an independence statement and conduct the assessment. On October 8, 2025, the agency conducted an online interview with the company's chairman, independent directors, corporate governance manager, and audit manager.
Assessment content
 The performance evaluation criteria for our company's functional committees cover the following five dimensions:
  1. The degree of involvement in the company's operations.
  2. Understanding the responsibilities of functional committees.
  3. Improve the quality of decision-making by functional committees.
  4. Composition and selection of members of functional committees.
  5. Internal control.
Evaluation results
 The external assessment agency issued an assessment report on October 15, 2025, summarizing the assessment conclusions and recommendations as follows:
I. Recommendations
1. Establish a functional committee at the board level for the "Sustainability Development Committee".
2. Plan for one-third of board seats to be held by women.
3. The number of board members who are also employees should be less than one-third of the total number of board seats.
4. Develop specific measures to enhance corporate value and submit them to the board of directors.
5. The Corporate Governance Practice Code should be amended to include a provision prohibiting directors or employees from trading their shares during the closed period prior to the release of financial reports, and this should be disclosed on the official website.
6. Establish succession plans for board members and key management personnel.
7. Risk management shall be overseen by a functional committee at the board level, which shall report to the board at least once a year.
8. The company shall report its compliance with the integrity management system to the board of directors at least once a year.
9. Develop an intellectual property management plan that is linked to operational objectives, and report its implementation status to the board of directors at least once a year.
10. Develop and disclose policies linking senior management compensation to ESG-related performance evaluations.
11. Actively promote environmental and social governance.
 
II. Improvement Plan
1. The selection of board members is based on the principle of meritocracy. In addition, attention should be paid to gender equality among board members, with the goal of increasing the number of female directors to more than one-third.
2. Plan and formulate specific measures to enhance corporate value, submit them to the board of directors, and disclose relevant information on the "Corporate Value Enhancement Plan Zone" of the public information observation station to promote the company's focus on shareholder value, guide it to enhance corporate value, and actively communicate with shareholders.
The evaluation results will be reported to the Board of Directors on November 11, 2025, as a reference for future improvements.

The Company has completed the 2024 performance evaluation of the Compensation and Remuneration Committee and the Board of Directors reported the evaluation results on March 11, 2025.

Evaluation cycle
 Once a year
During the evaluation period
 January 1, 2024 to December 31, 2024
Scope of assessment
 Salary and Compensation Committee Performance Evaluation
Evaluation methods
 Functional Committee Self-Assessment
Assessment content
 The performance evaluation criteria for our company's functional committees cover the following five dimensions:
  1. Understanding and suggestions regarding the company's operations.
  2. Understanding the responsibilities of functional committees.
  3. Improve the quality of decision-making by functional committees.
  4. Composition and selection of members of functional committees.
  5. Internal control.
Evaluation results The Board of Directors provided the self-assessment questionnaire related to the performance evaluation to all directors on January 15, 2025, and collected the questionnaires on January 24, 2025. The evaluation results were then compiled as follows:
1. The self-assessment results of the Audit Committee and the Compensation Committee are "Excellent" (score 4.81).
2. The evaluation results will be reported to the Board of Directors on March 11, 2025, as a reference for future improvements.

The Company has completed the 2023 performance evaluation by the Compensation and Remuneration Committee and the Board of Directors reported the evaluation results on March 12, 2024.

Evaluation cycle
 Once a year
During the evaluation period
 January 1, 2023 to December 31, 2023
Scope of assessment
 Salary and Compensation Committee Performance Evaluation
Evaluation methods
 Functional Committee Self-Assessment
Assessment content
 The performance evaluation criteria for our company's functional committees cover the following five dimensions:
  1. Understanding and suggestions regarding the company's operations.
  2. Understanding the responsibilities of functional committees.
  3. Improve the quality of decision-making by functional committees.
  4. Composition and selection of members of functional committees.
  5. Internal control.
Evaluation results
 The Board of Directors provided the self-assessment questionnaire related to the performance evaluation to all directors on January 30, 2024, and collected the questionnaires on February 7, 2024. The evaluation results were then compiled as follows:
1. The self-assessment results of the Audit Committee and the Compensation Committee are "Excellent" (score 4.81).
2. The evaluation results will be reported to the Board of Directors on March 12, 2024, as a reference for future improvements.