The company's Remuneration Committee meets at least twice a year. Its goal is to faithfully perform the following duties with the attention of a good manager and submit its recommendations to the board of directors for discussion. However, proposals on supervisors’ salaries shall be submitted to the board of directors for discussion only if the supervisors’ salaries are stipulated in the company’s articles of incorporation or the shareholders meeting has passed a resolution to authorize the board of directors to handle the matter:
(1) Review this charter regularly and propose amendment recommendations.
(2) Establish and regularly review the company’s directors and managers’ annual and long-term performance targets as well as remuneration policies, systems, standards, and structures; and disclose the performance evaluation standard contents in the annual report.
(3) Regularly evaluate the achievement of the performance targets by directors and managers while determining the content and amount of individual remuneration based on the evaluation results as per the performance evaluation standards. The annual report shall disclose the individual performance evaluation results for directors and managers, as well as the correlation and rationality for the content and amount of individual salary remuneration with the performance evaluation results to the shareholders meeting. Other cases were submitted for resolution by the board of directors.
When performing the functions and powers mentioned in the preceding paragraph, the Remuneration Committee shall act according to the following principles:
(1) Ensure that the Company's remuneration arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talent.
(2) The performance evaluation and salary remuneration for directors, managers, and supervisors shall refer to the usual payment level in the peer industry and consider the personal performance evaluation results, time invested by the individual, the responsibilities of the individual, the achievement of personal goals, the performance of other positions, and the remuneration of the company in recent years for the same position. The company must also consider the reasonableness of the connection between individual performance and the company's operating performance, the future risks according to the company’s short-term and long-term business goals, and the company's financial status.
(3) The directors and managers shall not be guided to engage in behaviors that surpass the Company's risk appetite in pursuit of remuneration.
(4) The characteristics of the industry and the nature of the Company’s business must be considered when determining the dividends ratio and the variable salary remuneration payment time based on the directors' and senior managers’ short-term performance.
(5) The content and amount of remuneration for directors, supervisors, and managers must be reasonably determined. The salary and remuneration decisions of directors, supervisors, and managers shall not be significantly inconsistent with the financial performance. If there is a significant decline in profits or long-term losses, their remuneration shall not be higher than the previous year's. If it is still higher than the previous year, the annual report’s rationale statement shall be disclosed and reported to the shareholders meeting.
(6) Members of this committee shall not be allowed to participate in discussions or vote on their personal remuneration decisions.