Remuneration Committee
Remuneration Committee
Remuneration Committee
Remuneration Committee Responsibilities:
Regularly review the committee’s organizational rules and propose amendments.
Establish and periodically review performance evaluation standards for directors, independent directors, and executives, including annual and long-term performance goals, as well as policies, systems, standards, and structures for compensation. The contents of the performance evaluation standards are disclosed in the annual report.
Periodically assess the achievement of performance goals for directors, independent directors, and executives. Based on the evaluation results, determine the content and amount of individual compensation.
According to Edison Opto's Remuneration Committee Charter, the committee must have no fewer than three members, appointed by the Board of Directors, with a majority being independent directors. The committee must meet at least twice annually. Currently, the committee consists of four independent directors and held three meetings in 2025.
Compensation Committee Introduction
The four remuneration committee members are the same as the Audit Committee members. Their qualifications are detailed under the Audit Committee introduction.
Remuneration Committee Operation Details (2025):
(1)Committee Composition: The Remuneration Committee consists of 4 members, all of whom are independent directors.
(2)Term: The current (6th) term runs from May 28, 2025, to May 27, 2028.
Meetings Held: In 2025, the committee held 3 meetings.
Member Qualifications & Attendance: Detailed records of each member’s qualifications and meeting attendance are maintained in the committee documentation.
| Title | Name | Actual attendance (B) | Number of delegated attendances | Actual attendance rate (%) (B/A) (Note) | Note |
|---|---|---|---|---|---|
| Convener | Wenchao Wang | 3 | 0 | 100% | |
| Member | Dong-woong Hong | 3 | 0 | 100% | |
| Member | Yinfei Liu | 3 | 0 | 100% | |
| Member | Congnan Zhou | 3 | 0 | 100% |
(3) Regular Review of Compensation
The primary function of Edison Opto's Remuneration Committee is to evaluate the compensation policies and systems for directors and managers from a professional and objective perspective. The committee meets at least twice a year, and additional meetings may be convened when necessary. Recommendations are submitted to the Board of Directors for decision-making reference.
A. Authority of the Remuneration Committee
(a) Regularly review the Company's compensation policies and propose amendments.
(b) Establish and periodically review performance evaluation standards and targets for directors and managers, as well as compensation policies, systems, standards, and structures.
(c) Periodically evaluate the compensation of directors and managers.
B. The Remuneration Committee shall perform its duties in accordance with the following principles:
(a) Compensation management shall align with the Company’s compensation philosophy.
(b) Performance evaluation and compensation for directors and managers shall reference industry standards and consider individual performance, the Company’s operating performance, and the reasonableness of future risk implications.
(c) Compensation structures shall not encourage directors or managers to engage in activities that exceed the Company’s risk tolerance.
(d) The proportion of bonuses linked to short-term performance for directors and senior managers, and the timing of payment for variable compensation, shall be determined with consideration of industry characteristics and the nature of the Company’s business.
(e) Committee members shall not participate in discussions or voting regarding decisions on their own compensation.
(4) Meeting dates within the most recent year, session numbers, agenda items, resolutions, and the Company’s response to the Remuneration Committee’s opinions:
| Remuneration Committee | Proposal content and subsequent processing | Resolution Results | Edison Opto's response to the Remuneration Committee's opinions |
|---|---|---|---|
| 5th Term 8th Meeting 2025.02.26 | 1. Approval of the achievement status and evaluation results of directors’ performance targets for 2024. 2. Approval of Edison Opto's employee and director remuneration for 2024. | All members of the committee agreed to pass | Submit to the board of directors and approved by all directors present |
| 6th Term 1st Meeting 2025.06.05 | 1. Adjustment of the fixed remuneration for Edison Opto's independent directors. 2. Establishment of the position of Chief Sustainability Officer. | All members of the committee agreed to pass | Submit to the board of directors and approved by all directors present |
| 6th Term 2nd Meeting 2025.12.23 | 1. Submission of the performance evaluation and bonus proposal for managers for 2025. | 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. Cases where the Board of Directors did not adopt or modified the recommendations of the Remuneration Committee: None.
2. Resolutions of the Remuneration Committee where members expressed dissenting or reserved opinions with records or written statements: None.
3. Each year, the Company reviews market salary levels and economic trends, and adjusts employee compensation based on company operating performance and individual performance. In the past, salary adjustments were generally higher than market levels in order to close the gap with industry benchmarks. As the gap has now narrowed, the proposed annual salary adjustment will be aligned with market levels, while variable bonuses will be provided as incentive rewards. In addition, salary adjustments are made promptly when employees are promoted, in order to encourage and retain outstanding talent.