ELECTRIC EQUIPMENT SUPPLIER for ENERGY SOLUTION
SINCE 1956

Remuneration Committee Information

Functions of the Remuneration Committee:

The functions of the Company’s Remuneration Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors and managerial officers of the Company. The Remuneration Committee shall hold at least two meetings a year and submit recommendations to the Board of Directors for its reference in decision making.

The Remuneration Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the Board of Directors for discussion.

1.  Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of the Company.

2.  Periodically reviewing and establishing standards for remuneration of the directors and managerial officers.

When performing the above duties, the Remuneration Committee shall follow the principles listed below:

1.  Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, and the reasonableness of the correlation between the individual's performance and the Company's operating performance and future risk exposure.

2.  The directors and managerial officers shall not be steered toward activities that exceed the company’s risk tolerance in pursuit of financial compensation.

3.  For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company's business.

Disclosure of Independent Directors' Professional Qualifications and Independence : Appointed and assumed office on May 25, 2026   

Name

Professional Qualification & Experience

Independence

Number of Independent Board Positions at Other Public Companies

Independent  director :

San-Yuan Lin

Education:

Bachelor of Laws (LL.B.), Department of Law, National Taiwan University; Master of Laws (LL.M.), The University of Edinburgh, United Kingdom; Doctor of Laws (Ph.D.), National Yang Ming Chiao Tung University.

 

Previous Positions:

 

Deputy Director-General, Department of Judicial Administration, Judicial Yuan (2 years)

Judge, Taiwan High Court Taichung Branch Court (3 years)

Judge (14 years) and Division Chief Judge (3 years), Taiwan Taichung District Court

Adjunct Assistant Professor, Department of Financial and Economic Law, National Chung Hsing University (10 years)

Attorney-at-Law (8 years)

 

Current Positions:

 

Managing Attorney, Sanyuan Law Firm

Independent Director, Chung-Hsin Electric and Machinery Manufacturing Corp.

 

As the Convener of the Company's Audit Committee and Remuneration Committee, he leverages his expertise in law and extensive experience in finance and economics to provide recommendations and strategic guidance on corporate governance, regulatory compliance, dispute resolution, risk management, and business operations.

As an Independent Director, he satisfies the independence requirements, including but not limited to the following: neither he, his spouse, nor any relative within the second degree of kinship serves as a director, supervisor, or employee of the Company or any of its affiliates; he does not hold shares in the Company exceeding the statutory threshold; he does not serve as a director, supervisor, or employee of any company having a specified relationship with the Company; and he has not, within the past two years, received compensation for providing commercial, legal, financial, accounting, or other professional services to the Company or its affiliates.

 

In addition, none of the circumstances set forth in Article 30 of the Company Act applies to him.

Nil

Independent director :

Lien-Sheng Lu

Education:

Master's Degree in Accounting, Soochow University; Ph.D., Xiamen University.

 

Previous Positions:

 

Associate Professor, National Taiwan University (10 years)

Associate Professor, National Chengchi University (20 years)

Associate Professor, National Taipei University (15 years)

Associate Professor, Soochow University (15 years)

Executive Director (3 years) and Executive Supervisor (3 years), National Federation of CPA Associations of Taiwan

Chairperson, Business Accounting Standards Committee, Accounting Research and Development Foundation (11 years)

 

Current Positions:

 

Managing Partner, Huizhong CPAs Firm

Chairman, Wanshicheng World Co., Ltd.

Director, Highwealth Construction Corp.

Independent Director, Chung-Hsin Electric and Machinery Manufacturing Corp.

 

As a member of the Company's Audit Committee and Remuneration Committee, he possesses more than 50 years of extensive experience in accounting and finance. The Company benefits from his professional expertise in providing recommendations on auditing, financial management, and business analysis, as well as in overseeing the Company's operations.

Nil

Independent director :

Jiunn-Chih Wang

Education:

Bachelor’s Degree in Economics, National Taiwan University; Master’s Degree in Economics, National Chengchi University; Ph.D. in Technology Management, Chung Hua University.

 

Previous Positions:

 

Section Chief, Bureau of Monetary Affairs, Ministry of Finance (11 years)

Central Trust of China (2 years)

Bank SinoPac (2 years)

President, Hua Nan Commercial Bank (3 years)

Chairman, Capital Securities Corporation (12 years)

 

Current Positions:

 

Chairman, Wufang Development Industrial Co., Ltd.

Independent Director, Chung-Hsin Electric and Machinery Manufacturing Corp.

 

As a member of the Company’s Audit Committee and Remuneration Committee, he specializes in finance and financial management and has extensive experience in administrative management and the operation of financial institutions. He is able to provide diverse perspectives on risk management, internal control, crisis management, and strategic decision-making.

Nil

 

 

Term of office: May 24, 2023 – May 24, 2026.

Name

Professional Qualification & Experience

Independence

Number of Independent Board Positions at Other Public Companies

Independent director Gene-Tzn Chen

  • Graduated from the Department of Law, National Taiwan University
  • Legislator (6 years); Delegate to the National Assembly (4 years); prosecutor (5 years); lawyer (45 years); Chairman of IBT Ta-Chong Equity Investment Company (9 years); Chairman of Taiwan Industrial Bank Securities Investment Trust Co., Ltd. (3 years); Chaiman of Taishin Securities Investment Trust Co., Ltd. (3 years); independent director of Champion Building Materials Co., Ltd. (3 years)
  • Mr. Chen currently works as the president of Wan-Jong Management Consulting Ltd. and an independent director of CHEM. As a member of the Audit Committee and Remuneration Committee, he provides his legal expertise and financial management experience for risk management, legal strategy/compliance and management decision-making.

The independent directors meet the criteria for independence, including but not limited to the following:

 

  • The independent directors, their spouses, and relatives within the second degree of kinship do not serve as directors, supervisors or employees of the Company or its affiliated companies.

 

  • The independent directors do not hold shares in the Company.

 

  • The independent directors are not directors, supervisors or employees of a specific related company.

 

  • The independent directors have not received any remuneration for providing business, legal, financial, accounting and other services to the Company or its affiliated companies in the last two years.

 

  • None of the circumstances in Article 30 of the Company Act exist.

Nil

Independent director Sing-San Pai

  • S.J.D., Chinese Culture University; M.Arch, National Cheng Kung University; M. Administration Management, University of San Francisco
  • National Policy Advisor to the President (8 years); Board Director, Taipei Architects Association (3 years); Chairman, Consumers' Foundation, Chinese Taipei (3 years); Chairman, Memorial Foundation of 228 (2 years); Board Member, P.C.C. Complaint Review Board for Government Procurement (12 years)
  • Mr. Pai currently works as the lead architect of TMA Architects & Associates and an independent director of CHEM. As a member of the Audit Committee and Remuneration Committee, he has abundant experience in law and business management. The Company benefits from his cross-industry vision and experiences and leverages his cross-industry management experience and perspective to provide timely and diverse advice on management and operations.

Nil

Independent director Horng-Chi Chen

  • S.J.D. of Kindai University
  • Delegate to the National Assembly (4 years); Legislator (6 years); Deputy Representative, Taipei Economic and Cultural Representative Office in Japan (3 years); Chairman, Taiwan-Japan Relations Association (1 year); Associate Professor of Aletheia University (2 years)
  • Mr. Chen currently works as an independent director of CHEM. He is a member of the Audit Committee and Remuneration Committee, and his international perspective and legal expertise strengthen the Company's thinking in business management strategies, leading to a more diversified approach.

Nil

 

 

Operation of the Remuneration Committee in 2025

  1. Number of members: 3   
  2. Term of office of the 5th Remuneration Committee: 2023/5/24 to 2026/5/23
  3. Number of meetings held in 2025: 4 (A)

The attendance of the Remuneration Committee members in 2025 was as follows:

Title

Name

Attendance in Person (B)

Attendance by Proxy

Attendance Rate (%) [B/A]

Remarks

Convener

Gene-Tzn Chen

4

0

100

 

Committee Member

Sing-San Pai

4

0

100

 

Committee Member

Horng-Chi Chen

4

0

100

 

Other information:

1.Proposals and discussion results

     (1)Date of Remuneration Committee Meeting – January 14, 2025, the 8th meeting of the 5th Remuneration

          Committee

          Discussion:

  •  Review of the proposal for the managerial officers’ 2024 year-end bonus allotment

     (2)Date of Remuneration Committee Meeting – March 5, 2025, the 9th meeting of the 5th Remuneration

          Committee

          Discussion:

  • Proposal for amendments to the Employee Remuneration Allocation Policy
  • The 2024 Performance Review of the Board, the Audit Committee, and the Remuneration Committee
  • Proposal for the 2024 Board and employees’ remuneration

     (3)Date of Remuneration Committee Meeting – August 12, 2025, the 10th meeting of the 5th Remuneration

          Committee   

          Discussion:

  • Review of the proposal for the directors’ 2024 remuneration allotment
  • Proposal for distribution of mid-year bonuses (including the employees’ remuneration)

    (4)Date of Remuneration Committee Meeting – November 12, 2025, the 11th meeting of the 5th

         Remuneration Committee

         Discussion:

  • Proposal for the managerial officers’ 2024 renumeration allotment
  • Proposal for the managerial officers’ 2026 pay raise
  • The above matters were approved by all committee members in attendance.

 

2.  If the Board of Directors declines to adopt or modifies a recommendation of the Remuneration Committee, the date of the Board meeting, the meeting session number, the content of the motion, the Board’s resolution, and the Company’s response to the Remuneration Committee’s opinion shall be specified (e.g., if the remuneration approved by the Board exceeds that recommended by the Remuneration Committee, the differences and underlying reasons shall be specified): None
 

3.  For the resolutions adopted by the Remuneration Committee, if any member has an objection or reservation which is recorded or stated in writing, the meeting date and session number, the content of the motion, all members’ opinions and the response to such opinions shall be specified: None

 

 


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