Functional Committee - Remuneration Committee
Remuneration Committee
The Remuneration Committee of ICP DAS was established on October 21, 2011.
The total number of the Committee members should be at least 3.
The 5th Committee tenure: 2022 / 06 / 14 ~ 2025 / 06 /13 , with 4 Committee members.
The total number of the Committee members should be at least 3.
The 5th Committee tenure: 2022 / 06 / 14 ~ 2025 / 06 /13 , with 4 Committee members.
| Members of the 5th Remuneration Committee | |||
| Independent Director | JIANG,YI-JYUN | ||
| Independent Director | SHEN,YANG-BIN | ||
| Independent Director | CHEN,SHAO-CHI | ||
| Independent Director | CHAO,YU | ||
According to Article Three of ICP DAS's “Remuneration Committee Charter, ” the Remuneration Committee shall follow the official powers listed below and submit its recommendations for deliberation by the board of directors:
1. Review this regulation and propose amendments.
2. Prescribe and review the performance review and compensation policy, system, standards, and structure for directors, supervisors, and managerial officers.
3. Evaluate and prescribe the compensation of directors, supervisors, and managerial officers.
1. Review this regulation and propose amendments.
2. Prescribe and review the performance review and compensation policy, system, standards, and structure for directors, supervisors, and managerial officers.
3. Evaluate and prescribe the compensation of directors, supervisors, and managerial officers.
When performing the official powers of the preceding paragraph, the Remuneration Committee shall follow the principles listed below:
1. The remuneration management shall follow ICP DAS's remuneration idea.
2. With respect to the performance assessment and remuneration of directors, supervisors, and managerial personnel of the company, it shall refer to the typical pay levels adopted by peer companies and take into consideration the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure.
3. 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.
4. It shall consider the industry's characteristics 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.
5. Reasonableness shall be considered when the contents and amounts of the remuneration of the directors, supervisors, and managerial officers are set. It is not advisable for decisions on the remuneration of the directors, supervisors, and managerial officers to run contrary to financial performance to a material extent. It is not advisable for said remuneration to be higher than that in the preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than that in the preceding year, the reasonableness shall be explained in the annual report and reported at a shareholders' meeting.
6. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual remuneration.
"Remuneration," as used in the preceding two paragraphs, includes cash remuneration, stock options, dividend, stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures.
1. The remuneration management shall follow ICP DAS's remuneration idea.
2. With respect to the performance assessment and remuneration of directors, supervisors, and managerial personnel of the company, it shall refer to the typical pay levels adopted by peer companies and take into consideration the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure.
3. 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.
4. It shall consider the industry's characteristics 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.
5. Reasonableness shall be considered when the contents and amounts of the remuneration of the directors, supervisors, and managerial officers are set. It is not advisable for decisions on the remuneration of the directors, supervisors, and managerial officers to run contrary to financial performance to a material extent. It is not advisable for said remuneration to be higher than that in the preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than that in the preceding year, the reasonableness shall be explained in the annual report and reported at a shareholders' meeting.
6. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual remuneration.
"Remuneration," as used in the preceding two paragraphs, includes cash remuneration, stock options, dividend, stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures.
The Remuneration committee shall convene at least twice a year. Please refer to ICP DAS's annual report to check the attendance of the members of the Committee.
Annotation: Liao, Shu-Ling has been stepped down on June 14th, 2022. Chen, Shao-Chi and Chao, Yu took office on June 14th, 2022.
| Year | Item \ Name | JIANG,YI-JYUN | LIAO,SHU-LING | SHEN,YANG-BIN | CHEN,SHAO-CHI | CHAO,YU |
| 2022 | Frequency of actual attendance | 3 | 1 | 3 | 2 | 2 |
| Frequency of proxy attendance | 0 | 0 | 0 | 0 | 0 | |
| Actual attendance ratio | 100% | 100% | 100% | 100% | 100% | |
| 2023 | Frequency of actual attendance | 2 | N/A | 2 | 2 | 2 |
| Frequency of proxy attendance | 0 | N/A | 0 | 0 | 0 | |
| Actual attendance ratio | 100% | N/A | 100% | 100% | 100% |
| Date | Content | The Resolutions |
|---|---|---|
| 2022/03/14 | 1. The 2021 remuneration allotment for employees, directors, and supervisors. 2. The 2022 remuneration standard and structure for the chairperson. 3. The 2022 remuneration standard and structure for managers. |
All the Committee members agreed with unanimous approval； The 1st resolution by the board of directors passed the three proposals in 2022. The information about the remuneration allotment for employees, directors, and supervisors has been reported to Market Observation Post System. |
| 2022/06/14 | The proposal of electing the convener of the 5th Remuneration Committee. | All the Committee members approved the proposal to act as the convener and chairman of the Committee through the mutual promotion of member Jiang, Yi-Jyun. |
| 2022/08/01 | 1. The 2022 salary adjustment for managers. 2. The 2021 employees remuneration allotment for managers. 3.The transportation expenses for directors and independent directors. 4.The remuneration for independent directors. 5. Discussion of amendments to the “Remuneration Committee Charter.” |
All the Committee members agreed with unanimous approval； The 4th resolution by the board of directors passed the second and fifth proposals in 2022. Employee remuneration was paid on October 7, 2022. |
| 2023/03/13 | 1. The 2022 remuneration allotment for employees, directors, and supervisors. 2. Appointment of the Vice President of the Company's General Manager's Office. 3. Discussion of the appointment of the corporate governance officer. 4. The 2023 Estimated ratio of employees' and directors' compensation . 5. The 2023 remuneration standard and structure for the chairperson. 6. The 2023 remuneration standard and structure for managers. |
All the Committee members agreed with unanimous approval； The 1st resolution by the board of directors passed the six proposals in 2023. The information about the remuneration allotment for employees, directors, and supervisors has been reported to Market Observation Post System. |
| 2023/08/08 | 1. The 2023 salary adjustment for managers. 2. The 2022 employees remuneration allotment for managers. |
All the Committee members agreed with unanimous approval； The 3st resolution by the board of directors passed the two proposals in 2023. Employee remuneration was paid on August 24, 2023. |
