Functional Committee - Remuneration Committee
Remuneration Committee
The Remuneration Committee of ICP DAS was established on October 21, 2011.
The Committee shall consist of at least three members.
Term of Office of the sixth Committee Members: 2025 / 06 / 19 ~ 2028 / 06 /18 , total of four members.
| Members of the sixth Remuneration Committee | |||
| Independent Director | SHAO-CHI CHEN | ||
| Independent Director | YU CHAO | ||
| Independent Director | SHOU-HUNG HSUEH | ||
| Independent Director | SHIH-YI LIN | ||
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.
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. For information on each member’s attendance at Committee meetings, please refer to ICP DAS’s annual reports.
| Year | Item \ Name | YI-JYUN JIANG |
YANG-BIN SHEN |
SHAO-CHI CHEN |
YU CHAO |
SHOU-HUNG HSUEH |
SHIH-YI LIN |
| 2024 | Actual Attendance | 3 | 3 | 3 | 3 | - | - |
| Attendance by Proxy | 0 | 0 | 0 | 0 | - | - | |
| Attendance Rate | 100% | 100% | 100% | 100% | NA | NA | |
| 2025 | Actual Attendance | 2 | 2 | 4 | 4 | 2 | 2 |
| Attendance by Proxy | 0 | 0 | 0 | 0 | 0 | 0 | |
| Attendance Rate | 100% | 100% | 100% | 100% | 100% | 100% |
| Date | Content | The Resolutions |
|---|---|---|
| 2024/03/04 |
1.The 2023 remuneration allotment for employees and directors.
2.Promotion of the Company's Head of Financial Accounting.
3.Discussion of change of the Company's manager. 4.The 2024 Estimated ratio of employees' and directors' compensation . 5.The 2024 remuneration standard and structure for the chairperson. 6.The 2024 remuneration standard and structure for managers. |
All members of the Committee agreed and approved； The six agenda item was approved by resolution at the first Board of Directors meeting in 2024. The information about the remuneration allotment for employees and directors has been reported to Market Observation Post System. |
| 2024/06/13 | 1.Discussion of the appointment of the Company's General Manager. |
All members of the Committee agreed and approved；
The agenda item was approved by resolution at the third Board of Directors meeting in 2024. |
| 2024/08/06 |
1.The 2024 salary adjustment for managers.
2.The 2023 employees remuneration allotment for managers.
|
All members of the Committee agreed and approved；
The two agenda item was approved by resolution at the fourth Board of Directors meeting in 2024. Employee remuneration was paid on August 8, 2024.
|
| 2025/01/14 | 1.Appointment and remuneration of the chief executive officer (CEO) of the Company. | All members of the Committee agreed and approved； The agenda item was approved by resolution at the first Board of Directors meeting in 2025. |
| 2025/03/06 | 1.The 2024 remuneration allotment for employees and directors. 2.Appointment and remuneration of managers of the company. 3.The 2025 Estimated ratio of employees' and directors' compensation . 4.The 2025 remuneration standard and structure for the chairperson. 5.The 2025 remuneration standard and structure for managers. |
All members of the Committee agreed and approved； The five agenda item was approved by resolution at the second Board of Directors meeting in 2025. The information about the remuneration allotment for employees and directors has been reported to Market Observation Post System. |
| 2025/06/19 | 1.The proposal for the Nomination of the Chairperson for the sixth Remuneration Committee. | All members of the Committee agreed to appoint Member SHAO-CHI CHEN as the Chairperson of the Remuneration Committee. |
| 2025/08/05 | 1.The 2025 salary adjustment for managers. 2.The 2024 employees remuneration allotment for managers. 3.Transportation expenses for directors and independent directors of the Company. 4.Compensation to independent directors of the Company. |
All members of the Committee agreed and approved； The four agenda item was approved by resolution at the fifth Board of Directors meeting in 2025. Employee remuneration was paid on August 8, 2025. |
