Corporate Governance
Corporate Governance

Corporate Governance

Functional Committee

Salary and Remuneration

IF THERE IS A REMUNERATION COMMITTEE IN PLACE, DISCLOSE ITS COMPOSITION, DUTIES, AND STATE OF OPERATION:

( 1 ) Remuneration Committee Members

Identity
Qualification
Name
Professional Qualification Requirements and Experience Independence Criteria Number of Other Public Companies in Which the Individual is Concurrently Serving as a member of the Remuneration Committee
Independent Director Chi-Chu Chen Please refer to page 13 for directors' professional qualifications and independent director disclosure information. 0
Independent Director Po-Yong Chu 2
Independent Director Joseph C.P. Hsieh 1

( 2 ) Duty of Scope of Remuneration Committee Members

Members of the Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below and shall submit its recommendations for deliberation by the board of directors.

I. Periodically reviewing this Charter and making recommendations for amendments.

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

III. Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers of the Company have been achieved, setting the types and amounts of their individual remuneration.

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

I. Ensuring that the compensation arrangements of this Corporation comply with applicable laws and regulations and are sufficient to recruit outstanding talent.

II. Performance assessments and compensation levels of directors, supervisors, and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also, to be evaluated are the reasonableness of the correlation between the individual's performance and this Corporation's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.

III. It shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the company may tolerate.

IV. It shall take into consideration the characteristics of the industry and the nature of the Company's business when determining the ratio of bonus payout based on the short-term performance of its directors and senior management and the time for payment of the variable part of remuneration.

VI. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual remuneration.

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

If the decision-making and handling of any matter relating to the remuneration of directors and managerial officers of a subsidiary is delegated to the subsidiary but requires ratification by the board of directors of the Company, the Committee shall be asked to make recommendations before the matter is submitted to the board of directors for deliberation.

( 3 ) The Operation State of the Remuneration Committee

I. The Company's Remuneration Committee is made up of 3 persons.

II. Term of Office: July 8, 2020 - June 23, 2023.

III. A total of 3Remuneration Committee meetings were held in 2022; the discussion matters and resolution results are as follows:

Date of Meeting Session Discussion Agenda Resolution Result
March 22, 2022
7th session of the 4rd Board
1.Proposal for distribution of employees’ and directors’ compensation.
2.Proposal for allocation and payment of directors' remuneration for 2022.
3.Proposal for allocation and payment of employees’ remuneration for the management team for 2022
4.the change of general manager of subsidiary Kunshan Polystar Electronics Co., Ltd.
Approved by all members
May 11, 2022
8th session of the 4rd Board
Proposal for the salary package of full-time position for the company's senior managers assigned to TTC and TCLAD Inc.
Approved by all members
December 21, 2022
9th session of the 4rd Board
Proposal for payment of the year-end bonuses/ incentive bonuses for hi-ranking managers.
Approved by all members

Note:The 4th session of the 4rd Board was held, which was only reported, not applicable.

IV. Attendance Status:

Title Name Actual Attendance Proxy Attendance Actual Attendance Rate (%) Remarks
Convener Chi-Chu Chen 3 0 100
Member Po-Yong Chu 3 0 100
Member Joseph C.P. Hsieh 3 0 100

Other Information Required:

1. If the Board of Directors declines to adopt or modify a recommendation of the Remuneration Committee, the date, session, topic discussed and the resolution of the Board meeting and handling of the resolution of the Remuneration Committee shall be specified (if the compensation package approved by the Board is better than the recommendation made by the committee, please specify the discrepancy and its reason): None.

2. As to the resolution of the Remuneration Committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session and topic discussed of the committee meeting, and all members' opinions shall be specified: None.

3. Handling of members' opinions: No opinions, it is therefore not applicable.