Remuneration Committee
Remuneration Committee
Remuneration Committee
The Remuneration Committee's responsibilities are as follows:
1. Regularly review Edison Opto's organizational charter and propose amendments.
2. Establish and regularly review performance evaluation criteria, annual and long-term performance targets, and compensation policies, systems, standards, and structures for directors, independent directors, and managers, and disclose the content of these performance evaluation criteria in the annual report.
3. Regularly evaluate and determine the achievement of performance targets for directors, independent directors, and managers, and determine the content and amount of their individual compensation based on the results of the performance evaluation criteria.
According to Edison Opto's Remuneration Committee's organizational charter, the committee must consist of no fewer than three members, appointed by resolution of the Board of Directors, a majority of whom must be independent directors. Meetings must be held at least twice annually. Currently, the company's Remuneration Committee is composed of all four independent directors, and two Remuneration Committee meetings were held in fiscal year 2014.
Compensation Committee Introduction
The four Remuneration Committee members are the same as the Audit Committee members mentioned above. Please refer to the Audit Committee Introduction for their qualifications.
Information on the Operation of the Remuneration Committee
(1) Edison Opto's Remuneration Committee has four members, all of whom are independent directors.
(2) Term of office of the current members: The term of office of the fifth Remuneration Committee is from June 22, 2012 to June 21, 2015. The Remuneration Committee held two meetings in fiscal year 2014 (A). The qualifications and attendance of the members are as follows.
| Title | Name | Actual attendance (B) | Number of delegated attendances | Actual attendance rate (%) (B/A) (Note) | Note |
|---|---|---|---|---|---|
| Convener | Wenchao Wang | 2 | 0 | 100% | |
| Member | Dong-woong Hong | 2 | 0 | 100% | |
| Member | Yinfei Liu | 2 | 0 | 100% | |
| Member | Congnan Zhou | 2 | 0 | 100% |
(3) Regular review of remuneration
The function of Edison Opto's Remuneration Committee is to evaluate the remuneration policies and systems of the Company's directors and managers in a professional and objective manner. It shall meet at least twice a year and may convene meetings at any time as necessary to make recommendations to the Board of Directors for their reference in decision-making.
A. Powers of Edison Opto's Remuneration Committee
(a) Regularly review the Company's remuneration system and make amendments.
(b) Establish and regularly review the performance evaluation standards and targets for the Company's directors and managers and the remuneration policies, systems, standards and structures.
(c) Regularly evaluate the remuneration of the Company's directors and managers.
B. The Remuneration Committee shall perform its duties in accordance with the following standards:
(a) Remuneration management shall be consistent with the Company's remuneration philosophy.
(b) The performance evaluation and remuneration of directors and managers shall be based on the normal pay levels of the same industry and shall consider the reasonableness of the relationship between individual performance and the Company's operating performance and future risks.
(c) Directors and managers should not be led to engage in activities that exceed the Company's risk appetite in pursuit of compensation.
(d) The proportion of short-term performance bonuses and the payment schedule of some variable compensation for directors and senior managers should be determined based on the characteristics of the industry and the nature of the Company's business.
(e) Members of this Committee shall not participate in discussions or votes on decisions regarding their own personal compensation.
(4) Meeting dates, periods, proposals, resolutions, and the Company's handling of the opinions of the Compensation Committee in the most recent year.
| Remuneration Committee | Proposal content and subsequent processing | Resolution Results | Edison Opto's response to the Remuneration Committee's opinions |
|---|---|---|---|
| Fifth Session Sixth Session February 29, 2013 | 1. Achievement of performance targets and evaluation results for directors for fiscal year 2013. 2. Distribution of employee compensation and directors' compensation for fiscal year 2013. | All members of the committee agreed to pass | Submit to the board of directors and approved by all directors present |
| Fifth Session Seventh Session December 26, 2012 | 1. Edison Opto's 2014 manager appraisal and bonus submission. 2. Issuance of new shares with restricted employee rights, approval of the list of managers to be allocated shares, and the number of shares to be granted. 3. Edison Opto plans to implement the employee stock ownership trust plan and manager participation in the employee stock ownership trust starting in 2015. | All members of the committee agreed to pass | Submit to the board of directors and approved by all directors present |
Other matters that should be recorded:
1. If the Board of Directors does not adopt or amend the Compensation and Remuneration Committee's recommendation: None.
2. If a member objects to or reserves a decision made by the Compensation and Remuneration Committee, and this is recorded or stated i""&""n writing: None.
3. Edison Opto annually adjusts employee salaries based on market salary levels, economic trends, and the Company's operational and individual performance. In the past, salary increases were above market value to narrow the gap between market and benchmark performance. However, this gap has narrowed, so it is recommended that annual salary increases be based on market value, with a variable bonus included as an incentive and compensation tool. Furthermore, salary increases will be given to employees upon promotion to encourage and retain outstanding talent.