Corporate Governance-Functional Committees-The 5th Remuneration Committee

雷科股份有限公司

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The 5th Remuneration Committee

Operating status of the Remuneration Committee; major resolutions of the Remuneration Committee

(1) Operation of the remuneration committee:
  • The Company has a Remuneration Committee composed of three members.
  • The Company had convened nine Remuneration Committee meetings (A)in The 4th Remuneration Committee with the following attendance:
Title Name Attendance in person(B) Attendance by proxy Attendance rate in person(%)(B/A) Remarks
Independent Director LIEU,DER-MING 1 0 100%
Independent Director HUANG,LAI-FU 1 0 100%
Other TSENG,YIH-TUN 1 0 100%
Other matters that require reporting:
  • If the Board of Directors did not adopt or revise the recommendations of the Remuneration Committee, the date of the Board meeting, term of the Board, content of motion, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the Remuneration Committee shall be specified (if the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and causes for the difference shall also be specified): Not applicable.
  • If a member opposes or has qualified opinions on a written record or a statement with regard to a resolution the Remuneration Committee has adopted, the date of the meeting, term of the committee, content of motion, opinions of all the members, and the handling of their opinions shall be indicated: Not applicable.
The Compensation Committee assists the Board in discharging its responsibilities related to execute and evaluate the compensation programs of directors of the Board and executives:
  • Develop the criteria for evaluating the performance of the directors of the board and senior management, and regularly review such criteria as well as the annual performance objectives for the directors of the board and senior management and the company compensation standard, structure, system, and policy.
  • Regularly review to which extent the directors of the board and senior management achieve their performance objectives to decide what should be included in their compensation and the monetary values of their compensation based on the performance review results.
(2) Major resolutions of the Remuneration Committee:
Date Proposal Resolution The company's handling of the opinions of the remuneration committee
113.1.25 Proposal:
  • 討論經理人112年年終獎金及113年調薪核算事宜。
經全體出席委員同意通過。 提報董事會，屬於經理人之董事因利益迴避未參與討論，經主席徵詢在場董事同意通過。
Result:
  • 議案通過，提請董事會決議。
  • 於113.2.5發放。
113.3.14 Proposal:
  • 討論112年度經理人酬勞及董事酬勞分配事宜。
經全體出席委員同意通過。 提報董事會，經全體出席董事同意通過。
Result:
  • 議案通過，提請董事會決議。
  • 股東會報告後，再行開會決議。
(1) Operation of the remuneration committee:
  • The Company has a Remuneration Committee composed of three members.
  • The Company had convened nine Remuneration Committee meetings (A)in The 4th Remuneration Committee with the following attendance:
Title Name Attendance in person(B) Attendance by proxy Attendance rate in person(%)(B/A) Remarks
Independent Director LIEU,DER-MING 3 0 100%
Independent Director HUANG,LAI-FU 3 0 100%
Other TSENG,YIH-TUN 3 0 100%
Other matters that require reporting:
  • If the Board of Directors did not adopt or revise the recommendations of the Remuneration Committee, the date of the Board meeting, term of the Board, content of motion, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the Remuneration Committee shall be specified (if the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and causes for the difference shall also be specified): Not applicable.
  • If a member opposes or has qualified opinions on a written record or a statement with regard to a resolution the Remuneration Committee has adopted, the date of the meeting, term of the committee, content of motion, opinions of all the members, and the handling of their opinions shall be indicated: Not applicable.
The Compensation Committee assists the Board in discharging its responsibilities related to execute and evaluate the compensation programs of directors of the Board and executives:
  • Develop the criteria for evaluating the performance of the directors of the board and senior management, and regularly review such criteria as well as the annual performance objectives for the directors of the board and senior management and the company compensation standard, structure, system, and policy.
  • Regularly review to which extent the directors of the board and senior management achieve their performance objectives to decide what should be included in their compensation and the monetary values of their compensation based on the performance review results.
(2) Major resolutions of the Remuneration Committee:
Date Proposal Resolution The company's handling of the opinions of the remuneration committee
January 10, 2023 Proposal:
  • Discuss the 2022 managing officers' year-end bonus proposal and the 2023 annual salary adjustment.
經全體出席委員同意通過。 提報董事會，屬於經理人之董事因利益迴避未參與討論，經主席徵詢在場董事同意通過。
Result:
  • Paid on January 18, 2023.
  • 於112.1.18發放。
112.3.24 Proposal:
  • 討論111年度經理人酬勞及董監事酬勞分配事宜。。
經全體出席委員同意通過。 提報董事會，經全體出席董事同意通過。
Result:
  • 議案通過，提請董事會決議。
  • 股東會報告後，再行開會決議。
112.8.8 Proposal:
  • 討論111年度董監事酬勞核算事宜。
  • 討論經理人111年度員工酬勞核算事宜。
場委員無異議通過董事董監酬勞；經理人員工酬勞經全體出席委員同意通過。 詢在場董事無異議通過董事董監酬勞；經理人員工酬勞屬於經理人之董事因利益迴避未參與討論，經主席徵詢在場董事同意通過。
Result:
  • 議案通過，提請董事會決議。
  • 於112.8.8發放董監事酬勞。
  • 於112.8.29發放員工酬勞。
(1) Operation of the remuneration committee:
  • The Company has a Remuneration Committee composed of three members.
  • The Company had convened nine Remuneration Committee meetings (A)in The 4th Remuneration Committee with the following attendance:
Title Name Attendance in person(B) Attendance by proxy Attendance rate in person(%)(B/A) Remarks
Independent Director LIEU,DER-MING 1 0 100%
Independent Director HUANG,LAI-FU 1 0 100%
Other TSENG,YIH-TUN 1 0 100%
Other matters that require reporting:
  • If the Board of Directors did not adopt or revise the recommendations of the Remuneration Committee, the date of the Board meeting, term of the Board, content of motion, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the Remuneration Committee shall be specified (if the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and causes for the difference shall also be specified): Not applicable.
  • If a member opposes or has qualified opinions on a written record or a statement with regard to a resolution the Remuneration Committee has adopted, the date of the meeting, term of the committee, content of motion, opinions of all the members, and the handling of their opinions shall be indicated: Not applicable.
The Compensation Committee assists the Board in discharging its responsibilities related to execute and evaluate the compensation programs of directors of the Board and executives:
  • Develop the criteria for evaluating the performance of the directors of the board and senior management, and regularly review such criteria as well as the annual performance objectives for the directors of the board and senior management and the company compensation standard, structure, system, and policy.
  • Regularly review to which extent the directors of the board and senior management achieve their performance objectives to decide what should be included in their compensation and the monetary values of their compensation based on the performance review results.
(2) Major resolutions of the Remuneration Committee:
Date Proposal Resolution The company's handling of the opinions of the remuneration committee
111.8.10 Proposal:
  • 討論110年度董監事酬勞核算事宜。
  • 討論經理人110年度員工酬勞核算事宜。
董監事酬勞各別委員皆會利益迴避未參與討論，並經主席徵詢在場委員無異議通過董事董監酬勞；經理人員工酬勞經全體出席委員同意通過。 提報董事會，董監事酬勞各別董事皆會利益迴避，並經主席徵詢在場董事無異議通過董事董監酬勞；經理人員工酬勞屬於經理人之董事因利益迴避未參與討論，經主席徵詢在場董事同意通過。
Result:
  • 議案通過，提請董事會決議。
  • 於111.8.24發放。
各年薪酬委會員績效評估結果，如下：
2023