Remuneration committee
Remuneration committee
Remuneration committee Member
The Company has in accordance with the laws and regulations, set up a 3-member Remuneration committee. Their scope of duties and power include setting and conducting regular review of the performance evaluation and remuneration policies, system, standard and structure of the directors and managerial personnel, as well as conducting regular evaluation and setting the remuneration of the directors, supervisors and managerial personnel.
The responsibilities of the Remuneration Committee include：
- Formulating and regularly reviewing policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managers.
- Periodically evaluating and determining the remuneration of directors and managers.
- For managers, variable and project bonuses within the limit of one month’s full salary (inclusive) may be authorized by the General Manager for approval by the Chairman before disbursement. The matter shall be subsequently submitted to the Remuneration Committee for record-keeping.
|
Name |
Independent Directors |
Work Experience and Educational Background |
|
Lai Ming-Jung |
V |
EMBA, Advanced Finance Program, National Chengchi University Executive Director, Advisory Department, EY Taiwan Executive Director, Assurance Department, EY Taiwan |
|
Lin Jui-Yi |
V |
MBA, George Washington University President, Shung Ye Trading Co., Ltd. |
|
Lee Yi-Chin |
V |
Master and Ph.D, Resource Planning, Civil Engineering Department, Stanford University Senior Consultant, McKinsey & Co. President, China Food Co., Ltd. |
Operational Status
Term of Current Members: June 6, 2023, to June 5, 2026. In 2024, five meetings have been held. The operational status and resolutions of the meetings are as follows:
Attendance of the Compensation Committee in 2024：
|
Name |
Actual Attendance Count |
Proxy Attendance Count |
Actual Attendance Rate (%) |
Note |
|
Lai Ming-Jung |
5 |
0 |
100% |
|
|
Lin Jui-Yi |
5 |
0 |
100% |
|
|
Lee Yi-Chin |
5 |
0 |
100% |
|
|
Date |
Proposal Content and Subsequent Actions |
Resolution Outcome |
|
2024/03/07 |
Proposal to Revise the ‘Managerial Compensation Disbursement Regulations |
Unanimously approved by all attending committee members |
|
Allocation of Employee and Director Remuneration for 2023 |
Unanimously approved by all attending committee members |
|
|
Details of Director Remuneration Allocation for 2023 |
Unanimously approved by all attending committee members |
|
|
Details of Managerial Personnel’s Allocation of Employee Compensation for 2023 |
Unanimously approved by all attending committee members |
|
|
Details of Managerial Personnel’s Allocation of Employee Compensation for Subsidiary TWi Pharmaceuticals, Inc. in 2023 |
Unanimously approved by all attending committee members |
|
|
Case for Managerial Promotion and Salary Adjustment in the Company in 2024 |
Unanimously approved by all attending committee members |
|
|
2024/05/14 |
Proposal for the First Allocation of Employee Stock Option Warrants for Managers in 2023 |
Unanimously approved by all attending committee members |
|
2024/08/12 |
Proposal for the Allocation of New Shares Issued Through Cash Capital Increase by Subsidiary Bora Biologics Co., Ltd. (hereinafter referred to as Bora Biologics) to Managers |
Unanimously approved by all attending committee members |
|
2024/11/13 |
Proposal to Appoint Mr. Liu Nian-Hua, General Manager of TWi Pharmaceuticals, Inc. (a key subsidiary of the Company), as a Manager of the Company |
Unanimously approved by all attending committee members |
|
ESG performance linked with Managerial Personnel’s compensation |
Unanimously approved by all attending committee members |
|
|
Managerial Personnel’s enrollment for ESOT |
Unanimously approved by all attending committee members |
|
|
Project bonus for Managerial Personnel |
Unanimously approved by all attending committee members |
|
|
2024/12/13 |
2024 Year-end Performance Bonus for Managerial Personnel |
Unanimously approved by all attending committee members |
The Remuneration Committee, based on the company’s development strategy and market practices, periodically proposes amendments to the remuneration system for senior executives. In 2024, to align with ESG development trends and strengthen senior executives’ commitment to the company’s sustainability goals while ensuring the effective implementation of various sustainability measures, the Remuneration Committee mandated that ESG performance be linked to the compensation of senior executives (defined as Vice Presidents and above, as disclosed in the Annual Report). The annual KPIs for senior executives will include financial and strategic indicators (90%) and ESG performance indicators (10%), and variable compensation (bonuses) for the year will be calculated based on the achievement of these KPIs. The approved remuneration indicators for senior executives in 2024 are as follows: financial and strategic indicators 90% and ESG performance indicators 10%.
|
Senior Executives’ Compensation Indicators – |
KPI Items |
|
Financial and Strategic Performance Goals (90%) |
1. Annual revenue target 2. Annual profit target (EPS) |
|
ESG Performance Goals (10%) |
1. Improvement in corporate governance evaluation results (higher score or category upgrade compared to 2023) 2. Implementation of a third-party whistleblowing platform (Conduct Watch) in 2024 3. Completion of carbon reduction targets and carbon reduction pathway setting in 2024 |